Spider-Man Volume 1
by Avatar Conner
Summary: You'd think after throwing on my red and blue tights things would only get better right? Well a month later pretty much everyone hates me, not only that but I got this one guy who can turn to Sand, another who's on TV bragging about hunting me, but weirdest of all, I think these guys are connected. Someone's pulling their strings, and something tells me they're after your's truly.
1. Chapter 1 (A New Beginning)

**A New Beginning**

 **Spoody: Glad hat you think so! My biggest worry is not representing the characters well but I'm glad to hear I'm doing a good job, and thanks again for the alt cover!**

 **Guest 1: I try to kind of mix the character together with the story, obviously I don't have a ending set since the show isn't over yet but I'll probably mix it together with this story.**

 **A Lamp: Hope you like this volume!**

 **TeenofAction44D: While I understand why some people like yourself aren't a fan of the YangxPeter relationship I want to stress this story might have some romance in it, it's an action and adventure story first and foremost.**

 **awsomerebel55: I was going for a more focused beginning but this one will be around the length of the actual Volume, or I'll try to at the very least.**

 **DT999: unfortunately I can't put a link up on the story but if you type in my username and deviantart into google then you should find it should find it easily.**

 **treyalexander63917: The way I see it she saw that while she could try and fight otto, in fact she wanted to but before she could they went under the docks where she couldn't access as easily as Spider-Man or Otto.**

 **Atom king: I decided to continue :)**

* * *

 _"_ _So the boy is a product of yours?" the man asked._

 _The woman let out a chuckle at his question, "Not directly no, I saw what he would become and I simply decided to let it play out. I was nothing more than a fly on the wall for that." she explained before taking a sip of her tea and setting it down on the small platter in her other hand._

 _"_ _He is a very interesting young man….but how were you certain how his path would play out?" he asked._

 _She shrugged, "I didn't. I just knew he would use his gifts as he saw fit, and I trusted him with it." she said, looking down at her tea and using her spoon to stir it._

* * *

It was almost eleven o'clock at night when the two young men finished putting their gear on, "You're sure this will work?" Robert said as he finished adjusting the yellow arm and kneepads on his orange jumpsuit, holding his matching bike helmet in his other hand as his partner finished putting his gloves on. Robert took the board off from his back and tossed it down on the ground, the two and a half foot long yellow board's underside glowed as it sat suspended a few inches above the ground.

The back of the board a pair of rockets on them that could speed him up to a hundred miles an hour, fastening his shoes to the board he hopped on the board and looked at his partner. Herman's shock gauntlets were clunky looking with the knuckles of the gloves sparked yellow with electrical energy from the dust crystals used to power it. He wore a brown vest over his yellow plaid patterned jacket and matching pants. He also had a matching ski mask with black goggles over the mask with a brown stipe over the top of the head.

Herman looked out from the alley as the armored car pulled to a stop in front of a bank, 'Alright go!" he said to his partner who shot out from the alley as the guards of the van stepped out, ramming into one with enough force to send him down the street before circling around the truck as the other guard un-holstered his weapon and ran around the hood of the vehicle to check on his friend before a shockwave sent him into the hood of the truck as Herman ran past him to the back of the truck.

His partner awaited him with impatience, "Come on! Hurry up!" he insisted as Herman reached the back doors and pulling both his arms back as his gauntlets charged before slamming them into the rear doors and bashing them off their hinges. Inside were boxes full of Lien. Robert pulled a bag out from his pocket, "Hurry and load it up! I'll rocket to the van and get back." he said.

Herman nodded before stepping into the truck, just as he was about to take one of the longboxes out from the truck, a sticky substance hit his back and yanked him out of the truck onto his partner, both of them falling with Herman landing on top of Robert, "Hey! Get off me!" Robert yelled before they where both covered in a circular light of red with black lines over it in the shape of a web with two large white eyes with black tipped rims. They both looked up at the source, "Oh no not you!"

Atop the streetlamp stood the red and blue costumed hero known to Vale as Spider-Man, with his hands proudly on his hips as the light shined from his waist, "Yep. Again, what is this guys like the third time this month?" he asked before diving off the post as they managed to get back on their feet, Herman charged at him, "Shocker, how's the face doing?" he asked before the thief threw the punch, the hero easily flipping over him.

"What?" Herman asked as Spider-Man connected a strand of webbing to the top of his outstretched hand. As the vigilante landed behind him, he pulled back on the webbing, causing Shocker to punch himself in the face, the force sending him back into the rear of the truck out cold.

"That bad huh? Well get some ice on it, you'll be fine." he said, his Spider Sense rang in his skull and caused him to duck as Robert flew past him on his hoverboard with his arm extended in an attempt to clothesline the interloper. "Nice try Rocket Racer," the teen said, firing a web to the top of the engines on his board and attaching it to the ground.

The abrupt stop coupled with the inertia sent the racer flying off his board and into the air, thankfully he was spared injury as the webhead sprayed a large net of webbing in the middle of the road to catch him and trap him. Spider-Man retrieved Shocker from the back of the truck and tossed him into the web beside Rocket as he struggled to escape. 'Well it's been fun guys, good exercise for me to be honest. So what do you think of the new Spidey Signal? Cool right?" he asked.

"When I get out this I'm going to shove that board of mine straight up you-MMPH!" Rocket Racer was stopped as his mouth was covered in a glob of webbing.

"I know right? I was out swinging the other day and I thought to myself, 'Spidey, you need a brand. And not a spider because that could mean anything. Maybe your face?' so I went home, threw this puppy together with a old belt and a LED light and some paint and presto! Spider Signal." he said proudly, ignoring what Robert was saying as the sound of sirens began to close in on the street. "Whelp, that's my cue. See you next time guys!" he said as he spun a webline and swung up into the air away from the scene of the crime.

Stopping on the side of a building down the street from the armored truck, he scaled up the wall without any struggle and with little effort until he came to the edge where a camera had been planted to the side by webbing. "Pictures? Check. Bad guys stopped? Check, check." he said, his heard turning to the nearby train tracks as the midnight run to Patch approached. "Make the train on time? Checkety, check, check!" he said, pouncing off the wall to the top of one of the cars as it passed by.

As the train made off towards the bridge connecting Patch to the Kingdom of Vale, the hero took his mask off, letting the night air wash over Peter's face as the train sped towards home. _I can stop by the Bugle tomorrow after school and drop off the photos, pick up my check, and then maybe do something with a certain blonde bombshell. Oh yeah, life is good!_ Peter thought to himself as the train continued through the night.

 _Tell me there's something better, go ahead and try._ the teen thought cockily.

* * *

Meanwhile

Professor Ozpin watched the security camera's live feed with interest as it showed the vigilante known as Spider-Man foiled an attempted armored car robbery. He had asked a associate in the Vale Police Department to call him in case he had heard anything regarding Vale's Vigilante, his associate thankfully agreed under the assumption that the headmaster sought a way to capture Spider-Man.

In truth, Ozpin wasn't sure what to think of him when he first heard of him, a masked man running around Vale and evading the police made him sound like a criminal at first. However the headmaster had dug deeper, the 'victims' of his crimes all told of how the wall crawler would swing in and help out before he was either left or was yelled at by the people he save to leave them alone or risk being sued. And as bad as that was the man couldn't help but chuckle in amusement at the circumstances.

So he had sought out this Spider-Man and had unearthed a few facts, first and foremost was that despite his self-appointed name the vigilante was not a full grown man but a teenager. Given how tall he was along with his voice it was easy to tell whoever was under the mask was still going through puberty, another fact he had learned was that whoever he was, Spider-Man didn't aura.

Most of the reports detail how when Spider-Man was hit, and that in of itself was a rarity given his reflexes, reaction time, an agility, he would be minorly injured. And that would also indicate that he used no semblance to fight, but that seemed impossible given the feats he could perform.

He had also deduced that Spider-Man was not a faunus as many people suspected. At first glance, one would think the fact he can spray webbing from his wrists would be enough to support that, however Ozpin had asked that a sample of the substance could be brought to Beacon and looked over with their equipment. Professor Peach, Beacon's Biology professor, looked over the substance and she told him that the webbing wasn't organic. Not only that but the chemical composition of the webbing showed that whoever made this must have made it capable of holding somewhere around one hundred and twenty pounds per square millimeter.

To say that the professor was impressed and fascinated with the substance was a understatement.

And finally he had discovered that Spider-Man is from the Kingdom of Vale, more precisely the island of Patch. His original sightings were all there for the most part with a few exceptions where he appeared in the Kingdom itself.

Put all this together and Ozpin was left with a surprising conclusion, whoever Spider-Man was he had no formal combat training from any of the Combat schools in Remnant, but he possessed near genius level intellect. And somehow he was strong enough to lift about ten tons at rest, dodge gunfire at close range, and stick to sheer surfaces without any type of equipment whatsoever.

"Hmmm…very interesting indeed…..but the biggest question I have is why your doing this young man." he said to himself, pausing the video at the part where Spider-Man swung directly past the camera.

* * *

 **(Play "The Underdog" by Spoon)**

Peter Parker wore a pair of brown slacks as well as a pair of black sneakers as well as a grey long sleeve shirt under his blue button up, looking himself over in the mirror on his door he smiled at his reflection before grabbing his bag slinging it over his shoulder. "I got about ten minutes till the train comes, plenty of time." he said to himself as he opened the door to his room and quickly made his way downstairs to the kitchen.

Aunt May was sitting at the table with her scroll in one hand and a cup of coffee in the other which she was in mid sip when Peter entered, "Sweetie what have you been doing? Your going to be late." She asked as Peter walked over to the fridge and pulled out a small plastic bottle of orange juice from the shelf and closed the door. Twisting the top off he gulped the drink down as May shook her head, "A pig, I've raised a pig haven't I?" she asked herself as Peter threw the now empty bottle in the trash and walked over to her, giving her an affectionate kiss on her head.

"No you didn't but I gotta run, love you May!" he called out as he ran out the door and out onto the sidewalk towards the train station. Running there he made it just as the Train was about to pull out of the station and into Vale. Using his metro card to pay, he boarded the train just as the doors began to close, catching his ride to school.

Peter managed to find a seat next to the window just as the train passed over the bay between Patch and Vale, there were also tunnels beneath the water that connected the island to the mainland but without a car there wasn't really a point to take that route. But the train was faster and never had traffic jams.

Pulling his scroll out his pocket, Peter tapped the cracked screen and brought up the Daily Bugle home page, the first thing to come up was one of his photos of him as Spider-Man with him in front of the large web containing Shocker and Rocket Racer with the headline, **Spider-Man Robs Armored Truck!** making Peter frown. _Jonah has been at this for the past month since I beat Doc Ock, what do I need to do to make him like me? Save a baby from a burning building? Who am I kidding, he'd pin the fire on me in the first place._ the teen thought to himself.

As the train slowed to a halt, Peter stood up from his seat and made his way out of the train car and onto the platform across the street from Midtown Magnet, or as it was more widely known as M2 . As he descended the stairs to the street, he quickly crossed the road just as a expensive looking car further down the street pulled up to the sidewalk, out the back door stepped Harry Osborn, closing the car door shut he caught sight of Peter and waved to him, "Hey Pete. How was the train today?" he asked as he walked over to his only friend at the school.

True to his word, Harry had begun attending Midtown shortly after Spider-Man saved him at the Pier from Otto, and since Peter was the only person he knew at school, the two instantly became friends. "Normal, how was getting driven here by a chuffer?" Peter joked, making Harry roll his eyes as he put his hands into the front pocket of his dark green hoodie.

Harry's wealth had ostracized him from most people at Midtown, be it from envy or just not clicking with Harry, Flash and Kong continued to call him Richie Rich because they knew he hated it. "Boring as usual. I tell you ever since that crap at the pier, my dad has put on a leash so short it might as well be for a gerbil." the Osborn heir complained as the two of them entered the school.

Walking up the stairs to the third floor, the two entered homeroom and took their seats near the window that looked out to the quad in the middle of campus. Peter looked to the front of the classroom where Mr. Slott was already seated, Peter and science went together like bread and butter but Harry on the other hand….

He was currently staring at the schedule for the week, they had a test on Friday and it was currently Wednesday. "I'm so going to fail." he said dreadfully before setting his head down on their desk. Peter gave him a sympathetic look, Harry was a good student in most of his classes but he struggled in Science.

"You'll be fine if you just study." Peter reassured his friend, however Harry didn't seem so sure. He gave Harry a smile, "Tell you what, how about I help you? I could tutor you in science, give you some reassurances." he suggested to his friend as he put a hand on his shoulder.

Harry sat up in his seat, "That could work…..tell you what, meet me at my place tonight and we can study then." he agreed, not noticing Peter's eyes widen. He hadn't been invited to a friend's house since preschool. "That is unless you have a date." his friend added slyly, causing Peter's cheeks to flush and Harry to snicker to himself.

Peter met Yang Xiao Long a month ago and…..he was lovesick like a puppy.

However this was as far as the two had gotten in terms of a romantic relationship, Peter had meet up with Yang a whooping four times to hang out. The first was at the festival and that turned into a bust when Doc Ock showed up, but the second one was much better by a longshot. They had met up at a small dinner called The Bean to hang out and get to know each other better, Peter now knew that she and Ruby were Step sisters, she had a motorcycle named Bumblebee, and she had as bad sense of humor as he did with more puns involved.

Their third meeting was by chance on Patch when she and her sister Ruby where getting ammunition for their weapons….Peter just bought a candy bar from the storeowner. And their forth and most recent one had been when Yang had dropped by to give May some cookbooks she asked her father if she could borrow.

It was like Liz Allen but so much worse and better at the same time. He couldn't talk to Liz because A, Flash would kill him. B, he was Midtown Magnet's only professional wallflower. And C, he always got too nervous around her and could never start a friendly conversation with her. And this wasn't even mentioning everyone knew that Peter Parker was a friendzone waiting to happen.

But with Yang? She was one of the most friendly girls he ever met, but he barely knew anything about her aside that she wanted to be a huntress.

And that was problem number one with his dreams of wooing Yang, she was aspiring to be a huntress. She was going to be attending Beacon Academy just outside Vale, so even if he by some miracle managed to start dating her, she'd be out of his life faster than his parents. Of course he could plead with her not to, but Peter would never do that since it was Yang's decision, and even now he respected that.

Problem number two was simple. Peter was flat broke.

Number three, he was ninety nine percent sure that Yang didn't see him that way, she always referred to him as her friend, her bud, or her pal. It would sting a little, but it's better than nothing. _That's all Peter Parker, I can't even begin to think what being Spider-Man brings to that list._ The teen thought as the bell to first period rung, causing the chatter of the room to die down and the students take their seats.

* * *

School couldn't end soon enough for Peter, as soon as the final bell rang he was out the doors to the back of the school. Making his way onto the field, he suddenly felt the familiar rattle of his sixth sense go off as he felt something fast approach the back of his head. His instincts took over as he spun on his heel and in slow motion saw a giffball spinning towards him. He could easily catch it, it was still a few feet away when he sensed it, but he also had a pretty good feeling who threw it so that option was out. _Man secret identities suck._ Peter thought as he allowed the ball to hit him square in the chest.

Falling back onto the grass for good measure, he rubbed his chest where the ball had hit before he heard Flash's obnoxious laugh, "Nice hustle Penis Parker!" he said as he ran past the fallen teen and scooped the ball up off the ground and continued on to the green with Kong right behind him laughing to himself. The secret hero glared at them as they left, if he wanted to he could kick those two through the field goal like their ball.

"Need a hand Pete?" the teen turned his head to see Randy extended a hand to him, he gladly took it as the offensive lineman helped him up off the ground and onto his feet. As Peter patted the grass off himself he looked back as Flash and Kong practicing, "They can be jerks but they ain't all bad." Randy said.

"If you say so, thanks Randy." Peter said as he gave him a wave, making his way across the field and between the visitor's bleacher's and out into the parking lot behind them. Making his way though the rows of cars, he quickly ran across the road towards a boarded off alleyway. Making sure that no one was looking his way before leaping over the fence onto the other side.

He quickly took off his clothes down to his underwear, opening his bag up he retrieved his costume and put on his booties, pants, and torso of his suit. He then pulled out two silver bands that clipped around his wrists, his own custom made webshooters that he developed himself, complete with a fully loaded web cartridge. Slipping his red gloves on over his hands and wrists he adjusted them so the nozzle for each poked out through the slit in the fabric he made, poking out where his wrist and palm met. And lastly came the mask, pulling it down over his head he adjusted it so that the lines connected on the neck and he could see though both plastic lens.

Slinging his bag over his shoulder, he bent his legs and launched himself straight up into the air and onto the ledge of one buildings. "Finally!" he shouted as he shot out a webline and pulled himself through the air and begun to swing through the Kingdom of Vale. As much as he didn't mind school, Peter would be lying if he said he'd rather be cooped up inside of high school of instead of web swinging outside.

Spraying a web he swung over buildings in the direction of the Daily Bugle, _Oh yeah this is what I need. Streach my arms and my webs….ugh, that was totally a Yang level pun._ he groaned to himself as he shot out another web from his wrist as he passed around an apartment complex. He flew out towards the street before shooting a line to change direction and go over traffic, waving at a pair of kids who were sticking their heads out of the sunroof of their car. _Man what I would give for just one date with her._

The vigilante grabbed a new strand of webbing with two hands as he swung around the side of a skyscraper, just before he could press the stud in his palm he heard the shrieking of car tires down below. Looking down he saw a out of control car swerve through the streets. Spraying a webline down, his momentum carried him after the car and he caught up with it in no time, _Alright I'll just-Oh crap!_ he tought as he looked ahead to see the crosswalk up ahead was filled with people.

"Alright! Physics don't fail me now!" he shouted as he swung ahead of the car and landed in front of the crosswalk, planting himself down he opened his arms up as the car closed in and grabbed it just as it collided with him and lifted it up over his head. Spider-Man heard the people behind him gasp and yell out in awe at the sight, if he was honest he could hold this car up all day long if he wanted to but with his lack of experience in the field of balancing cars as he was _sure_ someone else had, he gently as he could put it back down onto the road as the tires stopped rotating.

The driver stumbled out onto the pavement as Spider-Man approached him, "Hey you ok? Your car was-"

"Get away from me!" the man said as he backed away, "You nearly broke my neck! What where you thinking!?" he shouted as he pointed an accusing finger at the vigilante.

"I was thinking you were going to run over those people but hey. sorry for stopping you." Spider-Man responded sarcastically before shooting a line and swinging away, the driver yelling out a threat of lawsuit against the teen as he did. That was neither the first nor the last time Peter had received a negative response for helping someone out, he knew that over three fourths of the Kingdom of Vale didn't like him.

It was for a number of reasons, number one was because he was a masked vigilante with apparent super powers running around doing whatever he wanted to do. Peter could see why of course, if it were someone else doing what he did then he would probably feel the same way. Another reason that he didn't understand or even like however was because people thought he was a faunus, if they didn't like him because he was guy in spandex is one thing, but if people hated him because they thought he was a different race?

May and Ben Parker taught him that they were all people and should treat everyone as such. And if anyone had a problem with that…..well he never thought he'd ever hear his uncle say _THAT_ about someone.

The teen pushed those memories aside as the Bugle came into view, anchoring himself on the side of the building he crawled up the side of the building to a small window that led into a broom closet on the bullpen floor. Pushing it open, he entered the room and changed out of his costume and into his street clothes. Walking to the door, he turned the knob and peeked out to see if anyone was in the hall before exiting the room and walking out towards the open floor.

Walking past the number of desks, he smiled as he saw Betty Brant at the reception desk outside Jonah's office. The faunus looked up at him and smiled, "Hey Peter, got some photos?" she asked as he walked up and sat on her desk.

"Yeah, is he in?" Peter asked, pointing to the door to Jonah's office, he had learned not to barge in unannounced on JJ, every time he did he got an earful. How Betty or Robby weren't deaf from JJ's constant yelling was anyone's guess.

She nodded before getting back to work, Peter hopped off the desk and knocked on the door before entering the office, "Parker! Where have you been!?" Jonah yelled as Peter entered the room, nearly making the teen jump.

Jonah John Jameson was Peter's worst critic, but he was also the only source of income Peter got from selling photos of himself as Spider-Man. "School?" Peter responded with a shrug before walking over and taking the photos he printed out and handing them over to him, "These are from a armored car robbery late last night," he explained as Jonah took the photos and went through them.

He settled on a picture of Spider-Man looking over the truck from the streetlamp while Shocker and Rocket Racer, "Here's tomorrow's headline! Spider-Man and his Friends Foiled In Fencing Lien! Oh that's good." he said aloud with pride in his voice while Peter stared at him with shock.

"What?! Spider-Man stopped those two from stealing from the truck, in fact look he leaves them webbed up for the police!" he said, showing Jonah the picture as proof.

"He must have double crossed them like he did with Vulture." Jonah responded simply as Peter looked at him ridiculously, "Listen Parker I make the headlines around here, you just take the pictures. How much you want for them?" he asked, Peter still looking unpleased with the situation.

Jonah was a cheapskate, Peter found this out the hard way when he found that most freelance photographers get paid a good sum more than he does for his photos. "Three hundred fifty." he said plainly.

"That's outragus! Two hundred." Jonah bartered back.

"Three hundred." Peter replied, not backing down.

"Two seventy five and that's me being generous." Jonah said, putting his foot down with just how much he would willingly pay for the photos. And Peter could only nod in acceptance at the money, he needed it.

* * *

 _Harry certainly doesn't though._ Peter thought to himself as he looked up at the high rise that the Osborn's lived on top of. He had called Aunt May earlier and told him about the study session that he had with Harry and she more than encouraged him to go hang out with his friend. Walking into the lobby of the apartment complex, he approached the desk and found a AI hologram of a man as the receptionist, _'Hello! How may I help you today sir?'_ the program asked politely.

"I'm here to see Harry Osborn. Help him study." Peter explained, he knew that AI could be either a very complex machine that could theoretically think for itself, or just a smart toaster. Either way he wanted to be clear.

 _'_ _Ah! I have your appointment, please head to the elevator.'_ it instructed, Peter walked over to the dual doors as they opened. Entering the box, he saw that there were no buttons to select floors, it was completely automated as the elevator rose up the shaft to the top floor.

As the doors slid open again, Peter found Harry waiting for him, "So Pete, what do you think?" he asked as he led his friend into the main room, a large open room with a chimney in the center with a large fire place at it's base with a wide screen HD projection screen on the brick. On one side of room was the kitchen and dining room and the other was the living room with a large 'L' shaped couch and square footstool in front of it. There was a stairwell to the right of the entrance that led up to the second floor of the penthouse as well as a large balcony outside the windows on the opposite side of the room.

"I think I really need to get a new place." Peter said in an almost trance like state as he made his way into the living room and set his bag down on the floor beside the couch. Peter looked up to see an intricate chandelier. "Harry should I….should I have dressed better?" he asked, suddenly feeling that he stuck out like a very sore thumb.

Harry shook his head, "Pete, your fine." he reassured as he took a seat on the couch as well, "Look my dad is in a meeting now and won't be done until tonight. An hour of study and you can get back to your Aunt and her insanely good cooking." he said, making Peter's eyes roll as he got his notes from his bag and got to work with Harry.

Meanwhile upstairs in his office, Norman Osborn was sitting at his desk with a projection in front of him, on the screen was silhouette of a man. _'And you're sure you can provide what me and my associates want Norman?'_ the man's distorted voice asked, _'I warn you that failure would be ill advised, my associates are not ones who look kindly on it.'_ the figure explained.

"I'm well aware. However what I'm curious about is why you don't do this yourself, you have the resources, the contacts, why come to me again of all people?" the scientist asked curiously.

 _'_ _They can be traced back to me. You however put yourself on the line by doing this, if it's revealed then it falls onto you. Not me.'_ Norman's accomplice said bluntly, making Norman smirk. He apricated people who were straight with him even if he didn't like hearing the answer.

"Alright fine. But I want a guarantee. I give you someone you can use and I get what I want. Understood?" he asked.

 _'_ _Clear as dust.'_ the projection said.

* * *

Peter walked out of Harry's place with pride.

He was happy that he was able to help Harry with his studies, in fact he was boasting that he might get B or C on the test. "Maybe I could tutor as a side job? Make some extra cash on the side while I work for the Bugle." he mused aloud as he made his way towards the train station to take him back to Patch. As he walked down the sidewalk however he watched as further down the street a man in a white coat flanked by men in black suits and red ties walked out from an alley.

Peter recognized the man in white coat and bowler hat, it was Roman Torchwick!

Roman was a well known thug and famous criminal in Vale, Peter had seen his wanted poster at the Daily Bugle bulletin board as well as on the news. As Roman crossed the street, Peter saw him heading for Schnee Dust Shop on the other side of the street. _Alright! Spidey bags Roman Torchwick, gets his bad rep erased, and rub it in Jonah's face. Yeah, I can get behind that._ Peter thought as he disappeared down the alley Roman and his entourage came from.

Roman walked through the front doors of the dust shop, walking up the register with his men behind him the cashier turned and saw them. He was a older man with a pair of spectacles resting on his nose, "Can I help you gentlemen?" he asked, his hand slowly reaching for the silent alarm button under the counter, recognizing Roman Torchwick from the news.

"Well gee, you sure can mister! You can start by not pressing that Alarm button." Roman said in a childlike and mocking tone, making the man freeze in place. Roman smirked as he looked at his men, "Empty the cases, all the crystals, and the dispensers…..oh and get me a drink. Nothing carbonated, you got anything like that?" he asked, as he looked back at the cashier before a red light shined through he front window over the thugs and Roman.

"Can I get one too? It get's a little hot in this costume." Spider-Man said as he hung upside down on a webline outside the window.

Roman looked over at Spider-Man, "Look webhead, you want in on this? Too bad, my score. Now get out of here before I we squash you like a bug. Or is it arachnid?" said, asking that last part to himself as the teen swung off his line through the open door to the wall inside the store.

"Arachnid, and I'm actually here for public service." he said as he shot a web at one of the thugs and pulled him into another one before sticking them both to the ground with a glob of webbing. The other five men, plus Roman, looked at him before all the men raised their guns at the vigilante, Spider-Man leapt from the wall as the bullets started flying. Landing on a handstand he flipped into one of the thugs, kicking him into one of the shelves with snacks on them.

Roman sighed as the wall crawler dodged more gunfire, the criminal made his way out the dust shop, knowing that this was a bust now. Spider-Man saw him leave, "Hey I'll be with you in a minute, don't leave!" Spider-Man called put as leapt back off a wall, elbowing one of the robbers in the face

He ducked under a swing and countered by turning and striking the assailant with a punch to the gut, sending him out the front door right behind Roman, Spider-Man looked over at the only employee who was standing behind the counter with a bewildered expression, "What are you waiting dude? Call the cops!" he said, snapping the man out of his daze before jumping out the door, swinging himself up by the top of the doorway so he flew over Roman's head and landed right in front of him, "Now did you really think I'd let you walk away?" he asked before Roman raised his cane and swung it at him.

Peter dodged the swing, crouching down at one that was aimed for his side before leaping up in a backflip as Roman tried a low sweep, kicking the criminal in the face as he flipped before landing perfectly on his feet. Roman sneered before attacking again, Spider-man took a step back from the cane before it came around again, Peter merely swatting it away, "So you going to give up?" the spider hero asked cheekily as he leaned back to dodge another swing at him.

Roman leapt back before pointing the cane at him, "No I don't think so. You on the other hand-" the end of his cane flipped up with a reticle, Peter readied to dodge whatever came his way, but Roman instead pointed it back at the store, Making Spider-Man's eyes widen before a rocket fired out from it. "-well it's either me or the people inside." he said as the window of the store was blown out.

Spider-Man didn't hesitate to dive through the window of the shop, the small rocket had caused a fire right next to the dust dispensers. _Think fast! Think fast! THINK FAST!_ Peter thought as he reached hishand out to the window and pressed down on the stud in his plam as he grabbed one fo the thugs from the floor and tossed him out intothe web he created. The next was the manager who he threw out easily.

The next was the other man he had knocked out, and finally there came the two he webbed to the ground who were screaming in terror, Spider-Man grabbed the webbing and pulled the two off the ground, taking a few tiles with them, before throwing the into the mess of the web net outside. "Ok that's every-" Peter started before his Spider Sense vibrated up his spine.

 **KABOOOM!**

Spider-Man was sent flying through the air from the explosion into the side of the building across the street, making a indent on the wall before hitting the sidewalk. Peter let out a painful groan as he rolled over onto his back, looking over he saw that the people from the shop were safe in the web he made. "Oghhhahhh." Peter groaned out as he sat up, his costume was burned on the shoulder, had a hole on the back where the spider was, his pants were torn up, and one of his lenses were cracked. "Oh man….I just made this suit." he said to himself before the ringing in hisears died down enough for him tohear sirens closing in.

Running into the alleyway he grabbed his bag with his clothes in them before swinging away from the scene as the police closed in. Standing on a rooftop a few blocks away, he had a clear view of the fire department as they took care of the fire. "Great, I'm probably going to get blamed for that too….and Roman got away. All because I got cocky." he said to himself.

Spraying a webline, he flew through the air towards the train to Vale. As he flung himself into the air, he pressed own on both the studs in his hands as he approached two buildings on either side of him, only to hear a 'Pfft!'

"Oh come on I'm out of-!" he began before he crashed through a chimney on a rooftop and bouncing off the surface of the roof and falling down to the top of the building over the ledge.

"Ouch." Peter squeaked out.

* * *

Peter landed on his neighbor's rooftop as quietly as he could, he had missed the train to Vale and had to wait until midnight for the next train. He had called Aunt May and told that he missed the train and he'd be home late. While she wasn't for the idea, she understood it was beyond his control. Jumping across the way to the ide of his house, he climbed around the side to the window to his room, "May has to be asleep now. Good thing too, I don't want her seeing me like this." Peter said to himself as he entered his room.

Shutting the window, he pulled his mask off and tossed it onto his bed before walking over and flopping down on it, "Today sucked. I get my name tarnished, I get blown up, I get my suit jacked up, and the bad guy gets away. And I got the whole thing on camera to prove it." He said aloud as he took his costume off.

For someone who was just caught in a Dust explosion, the worst Peter had was a small cut on his forehead and a large bruise on his back with some small burns. He stuffed the costume under his bed before changing into his bed clothes, a tank top and boxers.

As he was about to go to sleep however he noticed something on his nightstand, a plate of brownies and a note. Reaching over he unfolded the note, _'Peter, I know from the way you spoke you had a bad day. But I want you to know something, we all have bad days like that, but the most important thing is not to let them drag you down and hold you back. You need to Keep Moving Forward, and just know that if you ever get stuck, you have me to pull you out. Love May.'_

 _'_ _P.S. Don't worry about the brownies, they're a gift from the neighbors.'_

Peter couldn't stop the smile that spread across his face after reading the note left for him, _So what if Roman got away? Or that my suit got trashed, I saved everyone. That's all that matters….that's a win today._ Peter thought as he took a bite from one of the brownies. _MMmmmmm, Harry's right, Aunt May makes the best food._ he thought as he laid back on his bed and began eating.

 _And you know what? Tomorrow may be better or worse, but I still have this amazing person looking out for me, who loves and cares for me._ He thought to himself as he crossed his feet and put a hand behind his head.

 _Tell me there's something better. Go ahead, try._

* * *

 _Opening: (Play Spider-Man PS1 theme)_

 **AN: Well by opening I mean for this volume the intro song is the Spider-Man ps1 theme song. Likehow at the end of Volume 1's first episode there was 'This Will Be The Day' for the ending theme but was the opening for the rest of the volume.**


	2. Chapter 2 (Beached)

**Beached**

 **treyalexander63917: Yeah I think Spidey is best when he's dealing with average stuff, and that's something that will continue throughout the story. Spidey will always be grounded. And yes Roman won due to his experience, of course the good guy will worry about civilians so he endangers them to get away, but Peter learns from his mistakes.**

 **Dr4g0nb411z: Yeah we've all been there, there's a girl or guy we like so much it's all you can think about in your spare time. I've been there….didn't end well…crushed my self-esteem…..hopefully Peter fairs better. Also yeah, Pyrrha is gonna blow his mind by just how tall she is. (She's a giant!)**

 **Shivasb: Don't you just love when that happens :D**

 **Prime's apprentice: Glad your liking it.**

 **TheOkWriter: Yes they are, that's my bad, thanks for pointing that out.**

 **tl34lt12: The comment that made me finally update it.**

 **Atom king: Funny enough this was how I thought of bringing Ruby and Yang into the story at first but it seemed way too off that May would begin dating right after Ben died. So I shelved it.**

 **Guest 1: That's fitting since that's a big influence on this story. What made that show so great was that it focused on Peter's life just as much as Spidey's.**

 **Spoody: Yeah…that sucks…..(Gets intense stares from How to Train your Avatar readers)**

 **Tanhsiya: Yeah no matter how hard I try, I can never escape a good romance…..**

 **mrfugen01: Sorry dude, this story ain't getting tangled up in that huge thing.**

* * *

Roman was not happy.

It wasn't that Spider-Man showed up and made him destroy that Dust Shop, that was actually very entertaining, but what annoyed him was the 'meeting' he was in regarding that. "Look, you told me that we need to get rid of as much Dust as possible, what's it matter if I blow up the shop? Hell it'd actually be faster to do." he asked, folding his arms across his chest in his seat. He could feel the woman in red, Cinder, stare at the back of his head intently.

"I asked you to rob from the shops dear Roman." she said, her glass heels clicking across the floor as she walked past him and sat on the desk in front of him. Cinder's red dress covered her arms with intricate gold patterns, that dispersed as they went up to the body, the dress itself halted just past her thighs with a small cape hanging off the back, along with a tuff of black and dark olive feathers on the right side of her hip.

She had ashen hair that went down to just past her shoulders with a curl of it barely covering her right ember colored eye. When Roman first saw her she was the hottest woman he ever saw, but now he knew better to EVER say that out loud in front of anyone.

 **"** **She means to say, Roman, that stolen dust will cause the police to search for it. It's a simple crime that no one would think twice about."** Roman's eyes darted to the man behind the desk, his distorted voice calling his attention. **"But. Dust Shops being destroyed, with no reason behind it whatsoever? That draws attention from everyone, police, Huntsmen, but more importantly the people of the Kingdom."** he explained simply to the criminal.

Roman visibly relaxed in his chair, "And we don't want them onto us just yet, I know. But I didn't account on a that freak showing up! What's his deal anyway? I thought he was just publicity hound." he asked. Spider-Man was the one to blame for what happened, if he hadn't had shown up the job would have went like all the others. "And Better question, what about next time he shows up?" he asked.

 **"** **A fair question. Luckily I have it covered. We just need you to focus on the dust. Spider-Man won't be a problem for much longer."** his boss stated, Roman nodding in understanding before sitting up and exiting the room, leaving a smirking Cinder alone with the man.

"This is interesting, do you think Ozpin is behind this?" Cinder pondered as the man pulled his scroll from his pocket.

 **"** **I wouldn't put it past him. However this Spider-Man is too public for his taste. Ozpin works behind the scenes just like we do. And we've been careful not to leave any clues to our pawns."** he pointed out, the woman nodding in agreement.

"Do you have it under control?" she asked bluntly.

The man flicked through his various contacts on his scroll before settling on one, **"I'll tell him that if he can get me ten million's worth of goods I'll pay him double. The spider won't be able to resist. If he manages to kill Spider-Man then we get what we want, but if not then he still distracts the wall crawler while Roman is busy with the dust. A win-win, don't you agree?"** he asked with a dominant smile. Ether way they got what they desired with possibly erasing this pest from their list of concerns.

The woman in red smirked, "Indeed." she said before getting off the desk, "I must say, it's nice to work with a professional again." she stated before leaving the room. The guards outside the room letting her pass before stepping in front of the door to the office to guard their boss.

Inside the office, the man looked over the profile on his scroll to Flint Marko, a former huntsman in training who was kicked out of Shade academy after committing a series of robberies. **"Let us see how long a Spider can survive buried alive then shall we?"** he mused to himself before hitting the call button.

* * *

Peter expected to wake up the morning after the explosion sore like….well someone who had been in a explosion. But when awoke that morning he was good as new, not a bruise on him! The only theory he could come to was that his powers had somehow accelerated his healing process, where it would usually take days or possibly a few weeks to heal from the wounds he received he was all better within hours. It would explain why his eyesight had improved after the spider bite, however with no safe way to test this theory he simply went with it.

But the fight with Roman left him with two things to do, first was to repair his costume as quickly as he could. And thanks to a sewing machine in the basement he was able to do that in a few days, and secondly was to upgrade his webshooters so that he wouldn't as easily run out of webbing again like last time.

This problem was actually pretty easy to solve, first he added more than a single cartage to his webshooters that would revolve to the next one when a cartridge was emptied. And secondly he added spare cartridges to the belt of his suit that were detachable and held in place by a magnetic seal that only he could break with his strength.

However this came at a cost…..a literal cost.

"I'm sooooo hungry." Peter groaned out, watching people walk by his and Harry's table with their trays of food. His spending on his webshooter upgrades cost him both his money from the Bugle as well as his lunch. To make things worse they were serving barbecue wings today for lunch, one of Peter's favorites! "The Parker luck strikes again." he muttered aloud as harry took a bite of his sandwich.

"You rejected my sandwich which I offered, I don't want to hear complaining." Harry stated after swallowing his food.

"It's mayo. I'd rather starve." Peter replied with a slight look of disgust. Harry simply shrugged before going back to eating. Before Peter could start another complaint, his scroll chimed a text message. Pulling it out he saw that it was from Yang, which promptly caused him to nearly drop his already cracked scroll from, fumbling it to open and read the message, "Holy crap it's Yang!" he whispered excitedly, making Harry look over in surprise as Peter opened the message, his friend looking over his shoulder to see what it said.

 **.: Hey. :. – Yang**

"What to I say!?" Peter asked, not sure how to respond to such a vague message. He looked at Harry but he looked just as dumbfounded as he was, "Has this ever happened to you before?" he asked, hoping to get some insight, only to find disappointment when Harry shook his head.

"I don't know….maybe say hi back?" Peter's friend guessed, only causing the secret hero to become even more unsure of how to proceed. He took a deep breath before typing back his response.

 **Peter- .: Hey, what's up? :.**

He clicked send and the two waited in anticipation for a response for about a minute, "Did I say something wrong?" Peter asked, worried he might have somehow offended the blonde. Harry shook his head but Peter didn't believe him and planted his head on the table, "That's it,I blew it. beautiful girl who thought I was interesting and I blew-" he was interrupted when his scroll let out another tone to signal a message. The two looked at the screen.

 **.: Wanna hang out after school? Grab a bite to eat?:.**

Peter and Harry's jaws dropped at the plain irony, "This isn't fair." the secret hero said as he typed back his response.

 **Peter - .: Can't, I don't have any money. :.**

Peter rested his arms on the table and laid his chin between them, of course the one time Yang asks him out to eat he has no money. However as soon as the thoughts of self-doubt began to form his scroll rang a miraculous third time, he sighed with acceptance of his position before picking up his device and reading Yang's response.

 **.: Eh, no big. I'll buy. I can drive by your school and pick you up. :. -Yang**

Peter blinked, then re-read the message to make sure he hadn't misread it before a large grin broke across his face. Harry noticed and his eyes began to widen, "No…." he said in disbelief before Peter showed him the message, Harry looked at his friend with astonishment, "Peter. You are the luckiest guy in the world. In the history of time and space." he said as Peter typed his response to the offer.

"Bet your ass I am. I can't wait to see the look on Flash's-" he stopped himself, mentally picturing Yang arriving at his school in front of everyone, then someone proceding to call him Penis Parker in front of Yang. That couldn't happen, that will NOT happen, _I may not be able to do anything about what people think of me here at school or as Spider-Man, but there's no way in hell I'm letting Yang find out about Midtown's professional wallflower._ he thought as he told Yang to decide where they can meet up at.

Harry gave Peter a nod of approval, "Yeeeah, good idea. If Flash-"

"He is not going to ruin this for me." Peter stated, "I mean your my friend but….if you didn't meet me, what are the odds you'd fall in with Flash's group?" he asked, tilting his head over to the table where Flash, Kong, and their friends sat at.

Harry looked at Peter's unsure face with a frown, "Yeah man, of course." he replied quickly, "Flash is an asshole, I mean we might not be popular or anything, but I'd rather hang out with you than those jerks any day of the week." he said, nudging his friend with his elbow as the shy teen smiled at him. "And who knows? Maybe if Yang found out about Penis Parker she'd put flash in a stretcher for us?" he proposed jokingly.

Peter looked over to see Flash drink a carton of milk with no hands, "Maybe if I'm nice enough." he mused out loud before standing up from his seat and making his wat out of the cafeteria along with Harry, "Thanks Harry….I means a lot." he said truthfully, his friend smiling at him in response as they exited the cafeteria.

* * *

"WHOOOOOHOOOO!" Peter yelled out as he swung through the air, swinging thorough the air at high speeds as he made his way through the city. He ran across a rooftop before diving off the side and resuming his web swinging, _I might be broke, hated as Spider-Man, and made fun of as Parker, but you know what? None of that matters right now._ He thought happily as he connected a web to the arch of a building and pulled himself up past the roof and onto the side of a water container. Crawling to the underside, Peter changed into his street clothes before slipping out from between the supports and walking to the ledge.

Dropping down into the back alley behind where Yang had told him to meet her, he walked around the side and entered the small restaurant. The teen looked around and easily spotted the blonde in a booth near the window on the right of the restaurant, walking over, he took in the sight of the beautiful blonde Huntswoman in training. Her dress she wore to the pier was beautiful but it wasn't what made her beautiful, her clothing looked more casual and more comfortable.

She wore a light tan jacket that was at off at the biceps and was zipped midway up to show the yellow shirt she wore underneath with a black fiery heart on the left side of her chest and showed off her bare waistline as well. Not that Peter would stare at the exposed bellybutton, it certainly wasn't that.

She also had a brown belt covered by a pleated brown piece of material reaching from hip to hip around the back of her waist, with her emblem emblazoned on the right-most pleat in gold. Underneath this is a longer, white, asymmetrical piece of material reaching to her knee on the right side that almost looked like a feather on her hip.

Underneath that was a pair of short biker shorts that showed off her long, powerful thighs and legs, matching tan boots that went up to her knees with orange socks peekjng out the top with a purple bandana tied around her left knee. The orange infinity scarf around her neck and black fingerless gloves finished her look, _Don't drool….no wait don't stare!_ he corrected as he finally moved and walked over.

Yang saw him moving out the corner of her eye and smiled at him, "Heya Pete. Take a seat." she said, Peter letting out a simple 'mmmh' at her pun. "What?"

"I expect a higher quality of Pun than that. Plus that's one I've heard a thousand times." he said as he sat down on the other side of the booth, Yang stuck her tongue out at him like a child in response before their sever came over with menus, Peter ordered the cheapest thing he could, or tried to at least until Yang made him actually get something proper to eat. After they both finished eating, apparently Yang was hungry as Peter because they both ate without a word between them, Peter spoke, "Thanks again for buying, I promise I'll pay you back." he added quickly, not wanting Yang to think he couldn't.

She shrugged, "Thanks Peter but right now, we're celebrating. Guess who has two thumbs and got into Beacon? This girl!" she said, pointing both her thumbs back to herself as a large grin spread across her face as Peter tried and failed to match it. Her getting into Beacon Academy was her next step, and Peter couldn't be more happy for her, however the downside was that now he would see her less than he already did with her living on campus.

"Yang that's awesome!" he stated happily, suddenly he wished he actually did have money left so he could buy lunch for her.

Her smile was filled with pride in her accomplishment, "I know right? I mean I had a good feeling but still, it was nerve racking waiting to hear back….." she said, her tone becoming somewhat somber. Peter noticed the shift in her tone, but she caught his concerned look and smiled, "I mean the test to get in is half in half, physical and written, and I know I nailed the physical stuff, but I studied for the written stuff." she explained, however Peter didn't seem too convinced in her sudden shift of tone.

"Look….it's ok if your nervous about going to a new school, I mean I would be in your shoes….er, boots." he corrected himself, making the side of Yang's mouth twitch for a second.

She released a sigh at being caught, "It's Ruby…..I've always been there when she needed me but with me going….my sister is a smart girl and honestly I've gotten into more trouble than she ever has but…I still worry." she said, her lilac eyes looking out the window of the booth and avoiding looking at Peter so he wouldn't see the sad look they held.

However Peter surprised her when he spoke, "I get it…" he said in a low voice that made Yang turn to look at him, "She's your sister, and when it was just the two of you….you had to step up. You needed to take care of her, make sure she could do it herself for when you're not around." he said, thinking of how he had to pick up his Uncle's responsibilities after he died….all because of him.

"Peter…" Yang said in a soft voice, the teen alarmingly raised his hand to his face, there weren't tears rolling down his cheeks but they were gathered in his eyes. He quickly ran his sleeve against his eyes and dried them before meeting Yang's face again, his cheeks flush with embarrassment. "Are you ok?" her voice laced with concern.

"Yeah, yeah, I'm fine just…..long story." he said, brushing her question aside. He felt like a complete crybaby. He thought of Uncle Ben every day but he didn't cry about it, but hearing that Yang went though something similar with Ruby with what he was going through now…

"Look I'm sorry for making things so gloom and doom, this is a good day! You get to go to one of the best schools on the planet…..sorta." he said, muttering the last part.

Yang quirked her brow, "Sorta?"

"Well Horizon University is my personal number one, on account of I can't be a huntsman or anything of course." he joked, Yang's lips twitched into a smile but she still looked concerned. Before he could do anything to play off his sudden emotional outburst, his scroll rang out the emergency alert along with Yang's. They both looked down at their devices, a jewelry store robbery was occurring a few blocks away, _Never thought I say this but thank god someone is robbing a bank._ he thought. "Well that's my work bell." he said as he stood from the booth.

"What? But you haven't finished eating." she pointed out to his remaining burger he hadn't finished, Peter looked between her and the food…he WAS a growing boy. So after scarfing the last of it down, he stood up once again before nearly choking. Yang held up his water, "How haven't you choked to death yet?" she asked coyly as Peter regained his breath, "Seriously do you have to go? I'll treat you to desert." she tempted.

In truth, Peter didn't want to leave, he was finally getting to have a real deep conversation with Yang but….with great power….

"You can have mine…..I'll see you around?" he asked, Yang gave him a small smirk and a nod before he took off out of the restaurant and around the side of the building and into the alleyway where he began to take off his shoes, _Seriously what's wrong with me!? I can't get all teary eyed in front of Yang! God that was embarrassing, but at least she didn't make fun of me._ he thought as he scaled the side of the building and climbed onto the roof.

Changing into his costume he swung through the air in the direction of the robbery location, "Well at least I'll be able to get some pics, and pics mean money, and money means I can pay back Yang….and maybe take her out." he said as he flew through the air over a rooftop and shooting a webline to carry him across the road and landing on the ledge above the jewelry store. Attaching his camera to the wall beneath him at an angle, he slipped off the edge and connected a thread to the underside of the awning, his feet touching the sides of the web as he lowered himself down to the front of the store.

However what he saw surprised him, there was no sign of anyone inside, the door wasn't even opened, in fact it still had bars on the other side. The only thing to suggest that there had been a robbery was the displays in the front window were all missing the jewelry they were showcasing, "Ok, either the thief is super sneaky, or it's a false alarm." he said before noticing something on the display case. It was coarse, rough, and yellow, "Sand?" he asked himself before he noticed a figure forming behind him from the reflection of the front window.

He turned to see a large man standing over him by a good two feet with sand falling off his shoulders, but what surprised Spider-Man were the various jewels that glistened on his skin as though they were embedded into him. "You look taller on TV." he said simply. The pale skinned man was what Peter would call, a thug like body shape, complete with a bad taste in clothing with a green stripped shirt and brown pants.

"It's the close ups. Now how about you loose the bling and I won't hurt you?" he asked, causing the man to chuckle as he raised his hand, his hand shifted apart into grains of sand before reforming in the shape of a hammer, making Spider-Man's lens widen. He swung at the suspended hero, Spider-Man dropped to the ground onto his feet and quickly countered by swinging his fist into the man's chest.

Or rather straight through his chest, "Wait-what?" Spider-Man asked in bewilderment as he quickly withdrew his fist, watching as the hole he made in the man's chest sealed up, the green shirt reforming as well. Marko swung his hammer back, hitting the side of Spider-Man's head and knocking him through a holographic street lamp and into a mailbox.

Peter rubbed the side of his head, _What the hell was that?! He's soft enough for me to punch right through him but hard enough to send me flying?_ he thought to himself as the man stalked towards him.

"Look kid, just stay down and give up and I'll let you go." he offered cockily, "Not like you can beat me." he said, the hero's eyes narrowed. This guys suddenly reminded him of Flash.

He grabbed the leg of the mailbox with one hand and swung it into the man of sand, making his entire upper body collapse while his legs stumbled back. As the man reformed, Peter leapt onto the wall of the jeweler's, "Hey Sandman! Here's web in your eye!" he called down before spraying webbing over the man entirely, the man didn't resist whatsoever and instead when the webbing completely covered him, his entrapped shape began to deflate and leak through the webbing before reforming himself with his hands crossed over his chest.

"That's pretty useful, mind if I try?" he asked before drawing his arm back and throwing forward, his fingers expanding in size and closed in on the spider hero. Thinking quickly, he dove off the wall and burst though the fingers, swinging his foot into Sandman's face before landing behind him and kicking the man's feet out from under him.

 _Maybe if I just keep hitting him he won't be able to reform?_ Peter guessed as he leapt over Mako's head as the thug tried to clap both his hands on the hero like a annoying fly. _Or maybe an industrial vacuum cleaner?_ he thought jokingly, landing behind Marko again as the robber stood up. However his legs turned into a mound of sand and shifted towards Spider-Man with both his hands three times their normal size, "Man your like a living artwork, have you ever considered modeling? I hear the statues at the museum get lonely." Peter Joked as he shot lines to both his hands and pulled himself up into the air as Sandman clapped his hands together.

"Will you shut up!?" he yelled as Spider-Man rose up into the air, tendrils of sand emerged from Sandman's head and grabbed the hero by his foot and slamming him down onto the sidewalk on both sides of him before tossing him into a car across the street. The vigilante rose up from the crushed car door, "I was going to go easy on you because you're a kid but now? I'm going to-" he began before the police pulled around the corner, "-shit! Next time bug!" he threatened before sliding over to a manhole and leaking down through the holes of the cover.

The jewels he gather cluttered around the small holes, not being able to fit into the sewers. "Ew, sewer sand. Gross." Peter muttered as he rubbed the back of his shoulder as the police got out of their cars, "Great, here we go." Peter muttered.

"Spider-Man! Freeze!" one of the policemen shouted.

Before the vigilante could get away another voice shouted, "Delay that! Get on Marko's trail before he gets away." one of them said, Peter recognized the man as he approached the manhole cover and gathered up the jewelry that Sandman had tried to steal. It was the same detective that Peter had talked to at school when Clayton Cole had attacked another student. Detective Lemont, he looked over to the red and blue teen, "You ok kid?"

"Well aside from some sand in my costume? I'm ok…so your not going to arrest me?" he asked as the detective gathered up the remaining valuables and put them into a plastic bag. On most occasions when the police showed up they attempted to arrest him on sight, he never fought them however since they were just doing their jobs. Plus he didn't want to punch a policeman, that's just wrong.

Lamont looked over at him, "No I'm not." he stated as he approached Spider-Man, "Look, your just a kid. I can tell, so I know your just doing this for shits and giggles." he said, making the teen's eyes narrow slightly before Lamont raised his hands, "Now don't get me wrong, you've done some good, the guy with the wings, the guy with the metal arms, that was good work." he provided. "But that guy? Flint Marko? He's an ex-huntsman kid, all you did was piss him off a little. You can't beat that, so let us do our job and we'll take care of him." he said.

"What!? The guy is basically made of Sand! How are you planning to beat that!?" the teen asked.

Lamont hold his arms across his chest, "How were you planning to stop him? Just web him in place?" he asked, Peter felt his cheeks warm up beneath his mask, "You got no idea what your doing here Kid. You swing around town, stop a few punks, and then swing away. But do you know how many times we need to wait before that stuff of yours dissolves before we can move them? Or how many reports of property damage we get because of you?" he asked, making the teen wince as Lamont walked back towards the officers as they opened up the manhole, "Do better kid. Or don't do it at all."

* * *

After his sufficient criticism from Lamont, Peter collected his camera and sold went straight to the bugle for some cash. Of course the headline ended up being 'Spider-Man and Sandman, Partners in Crime!' despite his best efforts. "Well at least I can pay Yang back now." he said optimistically as he boarded the train to Patch. Finding a seat by the door, he sighed as he pulled out his scroll.

Lamont wasn't wrong, he didn't have a clue how to take down Sandman. He tried to keep him down with brute force but that didn't seem to work at all, _Everyone I've beaten so far was because they were just guys with machinery, this guys has a semblance that makes him impossible to even hurt. How do I even stop that?_ he thought to himself as he sunk further into his seat. _Lamont is right I got no clue what the hell I'm doing._

As the train pulled into the Patch station, he disembarked and began his walk home, _But I can't just give up. Next time I see Sandy, I got to figure something-_

"Out of the way Penis Parker!" Peter turned his head and hopped over to the side as Flash drove down the street past him, the teen had wandered too close to the road by accident. He scowled as he heard Flash howl with laughter from his convertible.

 _Ok you know what? Maybe it's time I get a little payback for Penis Parker._ the teen thought as a grin spread across his face as a idea of his came to mind.

Around the block, Flash pulled into his driveway as he still chuckled to himself. "Ahhh, Penis Parker. Never gets old." he laughed to himself as he closed his car door and began walking up his driveway. As he neared is house however, he caught a large black shape come down at the sky towards him, looking up he expected to see a bird, Not a gigantic BAT! "AIIIEEEEEE!" Flash screamed out as the shape flew into him, "Get it off! Get it off! Get it off!" he yelled out before actually feeling the creature, "Wha-"

Pushing the 'creature' off him, he finally got a good look at it, it was a sticky…..he didn't know what it was but he knew that this was a prank. "Alright! Who did this!?" he yelled as he looked for where the fake bat came from. When he didn't see or hear anyone he stomped over to the trashcan by the garage and threw the fake bat inside before entering his home in a huff.

On the roof of Flash's house however, Peter was biting his hand to make sure he didn't laugh, _That was the single most greatest thing I've ever witnessed in the history of time and space._ the teen thought to himself as he hopped off the roof to the neighbor's and then onto his own before crawling into his house through the window to his bedroom. "God I wish I recorded that." Peter said to himself as he exited his room and went downstairs to watch some TV.

Flopping down onto the couch, he felt his scroll vibrate, taking it out of his pocket hesaw that he had a message from Harry.

 **Harry-.:How was the meet up?:.**

 **.: Good, until I had to bail to get some $$:. – Peter**

 **Harry -.: YOU BAILED!?:.**

 **.: I didn't want to! I had no money. This way I can ask her out next time and pay for it.:.-Peter**

 **Harry - .: Well at least you actually had lunch with her. What did she want to tell you? :.**

 **.: She got into Beacon!:. – Peter**

 **Harry- .:Oooh, sorry man :( :.**

 **.: ? :.-Peter**

 **Harry - .: If she goes to Beacon then that means U2 can't date. :.**

 **.: You know they get weekends off and get to go to the city right?:. – Peter**

 **Harry - .: Dude. :.**

 **.: Look if this doesn't work out U can say I told you so. :. – Peter**

The teen frowned at the last message, he wasn't a idiot, he knew that Yang going to attend Beacon made his attempts at courtship more challenging. But he shouldn't give up on Yang just because it's hard, he liked hanging out with her and she was one of the first people who actually liked to be around him….he didn't want to lose that.

He turned his attention to the TV as he clicked it on, flipping through channels for something to watch before stopping on the news where a picture of Sandman was on beside Lisa Lavender, _'Police have asked citizens in the shopping districts to keep a watchful eye out for former Huntsman in training Flint Marko, a former Student of Shade academy, he was expelled from the school when it was discovered he was betting on his own team during the Vytal tournament.'_ she reported as a photo of a younger Flint Marko appeared on the screen.

Peter rolled his eyes, "Great, just rub it in my face more universe." Peter muttered to himself before realizing something, "Wait a sec, he had to ditch the jewels to escape…so maybe he'll hit somewhere else." he said as he sat up and took out his scroll and brought up his map application. "Store he busted into was in midtown. But that was almost two hours ago….but if I swing around long enough I bet I could catch him." he said to himself as he ran back up the stars to his room.

* * *

After leaving a message for Aunt May, Peter was back in the city in no time at all just as the sun was starting to set on the horizon. "Maybe this would go faster if I had a police scanner? But those apps are basically like ham radios." he said to himself as he attached a web to the side of a bridge an swung underneath it and flying up towards the wall of a building that he clung to, crawling around the side he kept his ears peeled for the sound of alarms or sirens, or anything out of the ordinary.

Sadly there was nothing, until his scroll rang in his boot.

Since his costume didn't have any pockets, what would be the point if the contents just fell out when he climbed a wall, he stuck his phone in the side of his booties for the time being until he found a way to attach it safely to his belt so that it wouldn't slip. Pulling out the device his lenses widened when he saw it was Yang calling him, sliding the front of his mask up past his nose, he laid back against the wall, "Ok Parker you can do this." he said to himself before answering the scroll, "Hey Yang." he greeted.

 _'_ _Hey Peter…so….how's it going?"_ she asked in a surprisingly bashful tone, Peter checked the number to make sure it was Yang's number.

"Um. Is this Yang Xaio Long? Because it doesn't sound like her." he joked, causing the blonde to snicker on the other end of the line. "You ok?" he asked.

 _'…_ _.look about earlier at the restaurant, I really didn't mean to upset you. It's just been on my mind all day and-"_ she began before Peter heard the sound of a alarm ring.

 _Crap._ He thought before speaking, "No, Yang you said nothing wrong I just…..look can we talk about this tomorrow? I'm kind of in the middle of something." he said in a rush.

 _'_ _Yeah, sure. I can come over to your place and hang out…..besides Ruby is dying for some of your Aunt's cookies."_

"She makes the best cookies." Peter agreed, "See you then, bye!" he said before hanging up and pulling his mask back down over his face. "That could have gone better." he said before slipping his scroll back into his bootie for safe keeping and shooting a webline to swing on. Arrving at the alarm a few blocks away from where he took Yang's call, he perched himself on a flagpole across the street away from the jewelry store.

 _Ok this time Sandman can't get the drop on me._ He thought as he scanned the ground and saw a pile of sand slide out from underneath the front door with glittering trinkets in it slide out and into the alley beside the store as Marko formed and collected all the goods into his hand and dropped them into a bag. As he walked out of the alley and onto the street, Spider-Man swung down after him, kicking into the back of his head and going through him.

Sandman stumbled forward from the unexpected strike as Spider-Man used a webline to snatch the bag out of his hand, "You know leftovers are usually less expensive. And you know, edible….then again you are made of sand…." the hero trailed off from the wall of the building in front of Marko as he got up and glared at the hero.

"Give me that!" he demanded before shooting his entire form at the wall crawler who leapt from the building, pulling himself onto the roof of the jeweler's and fallowed by Sandman who made a his fists into maces and swung at the vigilante.

"Not gonna lie, that's cool." he said aloud as he leapt back onto the palm of his hand and then pouced back at Marko as one of the maces struck the ground he was at a second ago, landing in front of the thug he swung the bad upside Sandman's head, dispersing it as Marko blidly swung his right arm that Spider-Man easily dodged, "Hey can you see when your all sandy or is it like you close your eyes?" he asked as he ducked under the arm and uppercutted the limb at the shoulder, detaching it before Marko swung his other one, the vigilante flipped back on one hand, kicking the limb off with his feet before landing on his hand and feet.

Sandman's head reformed and looked down at both his arms as Spider-Man snickered, "What are you gonna do? Bite me ankles off?" he asked in a accent he saw in a movie before Flint drew his leg back and swung it fort, extending it as he did and knocking the hero across the street and through a extrusion in the top of the building. "Ugh. Ok, I kinda deserved that." he said, looking across the way as Sandman reformed his arms.

 _This is turning into a repeat of last time, think Spidey! How do you stop a guy made of sand?_ He thought as Sandman formed into a long strand of grain and went over the side of the building as Peter looked around for something he could use, and found a water tower on the next building over. _Wait that's perfect! If I cover him in water his form will solidify due to the sand absorbing the water! And I can get some hits in. But I can't just drop him in there…..hang on a sec…._

As Sandman formed on the rooftop across from where he was, he saw that Spider-Man was nowhere to be found, "Show yourself you little wall crawling sonofva-"

"Hey potty mouth! Keep it PG!" Spider-Man's voice called out, Sandman looked over at the source of the voice and saw the bag, as well as Spider-Man's glove, peeking out from behind the awning of a water tower.

"Got you!" he shouted as he charged in and made his hands grow bigger before warping them around the support and squeezing, bending the metal and making the hand drop the bag as the tower tipped towards him slightly….as well as making the hand drop to the ground, "What the-"

Two weblines connected to the side of the tower and pulled the side off, making a waterfall pour over Sandman. The golden sand turd mud brown as he stumbled back from the watertower, slowly Marko turned to have Spider-Man strike him across the face, his Aura shattered from the impact of the punch as he fell down. "Wow, man of sand, glass jaw." Spider-Man mused before covering him with webbing.

Minutes later Detective Lamont stepped out of his car in front of the jewelry store, hanging in a net of webbing was Flint Marko in a muddled shape. Attached to the net was bag with a note on the front, _'Dear Detective Lamont, that's how I captured Sandman. Keep moist until imprisoned, Your Friendly Neighborhood Spider-Man.'_ the note read, making the older man smirk.

"Not bad kid." he said as he took down the bag and looked inside to see the various jewels.

* * *

 _"_ _Flint Marko, as the press has dubbed the Sandman Huntsman, was apprehended last night by the Vigilante known as Spider-Man. Reports say that Vale's resident vigilante left the jewels for the police to find as well as instructions on how to sap Marko of his semblance."_ Lisa Lavender said on the news as Peter drank his orange juice with a smirk. Yang plopped down on the couch beside him, letting out a groan of fulfillment, literally.

When May had learned that Yang planned to stop by this morning she made a tray of cinimon rolls for the both of them before leaving for work. Peter insisted that she have some before they talk, now she wasn't sure if would be able to leave the house, "Your aunt….sweet dust your aunt makes the best food." she said before looking over at Peter, "How in the world are you so skinny?"

"It's a mystery." Peter said with a nonchalant shrug before lowering the volume on the TV, he glanced as Yang rubbed her belly contempt. "You better get used to it too. When I told her the news about you getting into Beacon she said she'd send you some sweets like this regularly." he added with a smirk.

Yang was torn between throwing her arms up and cheering for the offer, or weeping for the fact that a regular diet of these foods would give her more than a few pounds. However she did nether and instead focused her attention on Peter, "So…..look if you don't want to talk about yesterday I'm cool with it. I just don't want to tell me something you don't feel comfortable with." she explained.

Peter smiled at her offer, "It's ok….you must have asked yourself by now why I'm living with my Aunt and not my parents…..least I hope you have." he added jokingly, Yang rolled her eyes at the poor attempt at humor but still smirked at his attempt to lighten the mood before he became more serious, "My mom and dad were met at work way back when, they loved each other a lot and all that so they had me…one day they had to leave Vale for work, they left me with my Aunt May and Uncle Ben when I was just a baby…..they never made it. Plane went down for some reason." he said with a shrug.

He glanced over at Yang and saw her saddened stare, "Peter….I'm so sorry." she said sadly, to which the teen simply shrugged.

"It's ok. I mean, they loved me and that's all that matters." he replied with a smile. Peter was sad that his parents had passed away but he knew that it was just an accident. Uncle Ben on the other hand….

"My uncle he…..he died three months ago. This guy broke into out place, Uncle Ben scared him and…there were police cars when I got home that night." he explained sadly. He looked over the blonde and saw her sad expression, he released a sigh he hadn't realized he was holding to himself, "I've had to pick up around here, about three fourths of my pay goes to keeping the roof over me and Aunt May's head….I know that's nothing like what it must have been like looking after Ruby but…..I just want you to know that if you need someone to talk to….or complain to, I'm here." he added with a tiny smirk.

Yang was quiet for a moment, "Peter…."

"Look I just don't want you to hang out with me because you feel sorry for me or anything." Peter added quickly, "Not that you seem that way! I just-" he stopped when Yang held her hand up to his mouth, when he stopped she pulled away her hand and finally spoke.

"First off, I hang out with you because I think you're a nice guy and I actually enjoy hanging out with you. Not out of pity so don't throw a party about it." She began teasingly, making the young man smile in relief. "And two…me and Ruby lost our mom when we were little…..I had a hard time with it for a while but I had my dad and my uncle to help me through it." she explained as she laid her hands on her knees, "But Peter…you got me now….ok? If you ever need any help, anything, you come to me….ok?"

"Well do you have six hundred lien to cover bills?" he asked, Yang turned and looked at him with wide eyes as Peter chuckled at her expense. "I'm kidding….it's three hundred for gas and two for electricity." he said, Yang didn't look amused however. "Look Yang, I can't tell you what it means that you want to help me but…my Uncle Ben always taught me to earn what I get….besides we're fine. Me and May make the difference…just don't expect me to be walking around with a new scroll." he said, holding up the cracked device and making the blonde wince.

"Ok I get that….what was he like? Your uncle?" she asked, making Peter smile.

 _The best._ Peter thought to himself, "He was wise…..really wise." he began, "Like every year, he and I would go see a game at Dimond Field. See the Hunters play." he said, he may never have played sports growing up but he and his uncle both had a love for Baseball, Peter having grown to love the sport because of Ben. However the Hunters barely won a single game, and Yang knew this from the look on her face, "And they lost…..almost every time we went to see them…..but Uncle Ben was never put off by it." he explained before smiling. "Then one day, we go and they actually win….I looked over at Uncle Ben and he had this smile on his face as I was jumping up and down cheering my head off."

He looked over at Yang, "He told me, 'Peter, its great when you win. But it's always ok to loose….because it makes winning all the more sweeter.'." he said, making Yang smile.

"I wish I could have met him." she said honestly, "He sounds pretty cool."

"Don't get any ideas, this man was the king of dorks." Peter quickly added, "When I was four? He convinced me and May to build a pillow fort here in the living room." he said, gesturing to the area in front of the couch as Yang laughed aloud. The rest of the morning was spent with Peter regaling Yang with other tales of his uncle while she did the same about her family.

All while the TV went on about a new series of dust shop robberies that were perpetrated yesterday.

* * *

 **AN: Chapter 2 down about…how many chapter one…..16!? Are you sure? Oh shit, well then I betterget busy then huh?**

 **And I've felt that I need to be clear about Spidey's suit, it's basically the regular suit but with eyes like the one from the new Disney XD show. And if anyone wants my opionin (Audience: we don't) well too bad! While the show is not Spectacular Spider-Man levels of great it's MUCH better than the last cartoon. But honestly if they work on it? I could see this as the next Spectacular Spider-Man, only thing that I can really complain about is the science talk that they need to kinda dumb down, and the fact that Spidey never shuts up…I mean he thinks out loud way too much about things he shouldn't.**

 **But they've actually made a few meta jokes about this so they might change that next season. Aside from that, I actually like a lot about it, Peter has to deal with problems like anyone else, the characters aren't half bad, and the have pretty good fights in the show.**

 **I will say the webshooter sound kinda annoyed me at first but it's grown on me, kinda like how the one in spectacular spidey did at first…..plus they do better crossovers with heroes that make sense.**


	3. Chapter 3 (Performance)

**Performance**

 **treyalexander6397** **: I can't lie it was hard to come up with an idea of how to introduce him to the story, I set the precedent that people can get powers in this story but if anyone can get powers then where does it stop? So, I thought making Marko a ex-huntsmen student would be fitting. And yes, Weiss would show Spidey up I talking down sandy.**

 **Atom king** **: Yeah having May go looking right after Ben's death would be a bonehead move, I recently lost my mom and it took months for my dad to think about moving on.**

 **Spiderfan616** **: I don't have plans for the clones, in fact I'm not even sure they could work in this story. Sure, Remnant is highly advanced technology wise but we've never seen anything genetic wise. Otherwise why are there robotic parts and not just cloned body parts? Don't get me wrong, Kane and Ben are awesome but I don't see how I could fit them in…..yet….maybe…..I don't know…**

 **AnimeKing6:** **Yeah at this point Peter and Yang have really become friends, before they just hung out from time to time but talking about each other's roles really brought them together I think. And I love the contrast between them, Yang had her family to help her when she needed it but Peter didn't really have anyone. May of course but there are things he can tell Yang that he can't tell May.**

 **keys of fate:** **I'm really glad you like it! Another good one on here is The Amazing RWBY Spider, the writer does some cool twists with the Spidey formula and really makes it feel like your watching a show. I've also gotten both some love and dislike the idea of Yang and Peter together, and while it's early I do have some alternative ideas people might like. But like I said it's early and nothing is concrete.**

 **Spiderfan626:** **Yeah the series has some rough spots here and there but overall I like the story that they're going with. Honestly I'm excited for season two and hope they introduce some more characters, *cough**cough, Mary Jane, *cough**cough*. Plus Josh Keaton is always a win in my book, and him as Norman is acutally kinda cool….plus it was cool that we got him in the spidey suit again for Spider Island.**

 **Guest 1:** **Well I'm not rushing into Romance just yet, unlike the other crossovers I do, this show is still going on. And as my familiar readers can tell you, I don't change the cannon that drastically. If the story goes from point A to C, I add point B between them in my story, but in the end it still goes to point C. So if a certain two characters on the show wind up together (not that I ship, not since the Makorra incident of 2013) then they'll probably wind up together in the story.**

 **ssjmichael26:** **See above.**

 **theallaroundnerd:** **I can't see a reason why they would spar but yeah…..god Peter would be such a dork it's just too funny…..maybe I'll make a little chibi thing and show it?**

 **Shivasb:** **I do have plans for Black Cat…..though I'm conflicted on what she would look like…..I freaking love her classic look but her more recent costume is pretty kickass too…not gonna lie I'm tempted to make this story M as soon as she shows up Lol :D**

* * *

"Please…..make it stop…." Harry groaned out as he tried to climb the rope for gym class. Peter was right behind him, looking up the three out of ten feet he was supposed to climb to ring the bell at the top of the rope. Peter was behind his friend on the ground looking up at Harry as he struggled to make his way up the rope, coach Ramos shook his head at the sight.

"Alright Osborne you tried, all I can ask." he said, signaling Harry to drop down onto the mat below the rope while Randy reached the bell on the line beside the one Harry attempted to climb. As Randy dropped down, Peter was shoved aside by Flash as he made his way up to the rope, sending a glare at Peter as he did. Flash had suspected that Peter was behind the prank that he had suffered from the week before. And for once his assumption was right, and he had been making Peter's life hell since.

On Monday he 'tripped' Peter in the lunch room, making him faceplant onto his tray of mac and cheese, on Tuesday he tried to give Peter a swirly in the boy's locker room but Peter managed to slip away. But he made up for that on Wednesday when he punted Peter in the rear with his foot when he bent down to tie his shoe. _If only I had some sort of precognitive sense that warns me of when I was in trouble….oh wait! I do._ he thought dryly.

His Spider Sense had warned him each and every time that Flash had retaliated, but since Peter Parker couldn't suddenly be strong as an Ursa, he had to stand and take it. _Secret Identities suck._ Peter thought as he approached the rope and looked up at the top where the bell hung, _Take this rope for example, with my strength I could pull me, Harry, Flash, and Kong up there without breaking a sweat. But I need to do bad..…because I'm Peter Parker._ he thought dryly as he grabbed the rope and pulled himself up off the ground barely, letting out an exaggerated grunt of exertion.

He heard Flash let out a laugh as he rose up the line, "What's wrong Parker? Head so big it's weighing you down?" he mocked before reaching the top of the exercise. "Tell you what, I'll wait for you to catch up!" he called down, the coach rolling his eyes before looking at Peter.

"Parker come on, I know you can reach it." he said, trying to encourage the teen to give it his all. _I know too but I can't!_ Peter thought with frustration, pulling himself at least three feet off the ground, kicking his feet back to emphasis the fake struggle. He had to make it look like how he usually would, no super strength, or wall crawling, or anything, "Alright Parker that's enough. Get down." the coach said with a sigh. Peter fell off the rope rear first onto the mat while Flash mockingly rung the bell.

He walked over to Harry on the bench while the rest of the class preformed the exercise, the Osborne heir rubbing his shoulder as Peter took a seat beside him, "Well that was thoroughly embarrassing." he said to his friend. Peter gave him a irked look, "At least you were on the rope longer than I was." he pointed out, Flash taking a seat by Liz and giving her a kiss on the cheek.

Peter suddenly thought of Yang, ever since their heart to heart last week they both had become really good friends. Talking about the losses that both of them dealt with played a huge role in that, before he wasn't exactly sure how to act around Yang but now he didn't worry about it. Yang liked to hang out with him because just got along well together, not because of his social status which she didn't know about, or his intelligence which he didn't think she knew about…..come to think of it, maybe it was time he told her a little more about himself….

 _Too bad she goes off to Beacon after summer break_. He thought sadly to himself. Summer break for schools in Vale lasted only four weeks and it started next week for him. And as much as he hated to admit, Harry was right about him and Yang relationship wise, they'd be going to two different schools and would only see each other on the weekend…..but he wasn't going to give up, _May and Ben Parker didn't raise no quitters…..any quitters…..besides Yang hasn't brought it up….though maybe that's because she doesn't want to like me._

Peter was taken out of his thoughts as the bell rang for the end of the period, Peter and Harry made their way to the men's locker room and quickly changed into their clothes and grabbed their schoolbags. Exiting the locker room, Peter bid Harry goodbye as he made his way to history class with Mr. Straczynski, the one class that Peter hated.

He had nothing against the teacher, he was a very nice man who told the class a number of great stories, but he just had trouble concentrating on the subject of History. Taking his seat near the back of the class he pulled out his notebook and readied himself for class, "Good afternoon class, hope your all having a nice day." the middle aged man said as he walked in front of the class and turned on the holo board. Taking out his smart pen he wrote on the board while Peter began writing what was on the board.

 _'Friday is Final for Histor-'_

 _FRIDAY IS FINALS FOR THE CLASS?!_ Peter thought in a panic as he quickly reached into his bag and pulled out his textbook. _How did I miss that!? Oh god I need to cram today and tomorrow!_ he thought as Mr. Straczynski began the review for the final.

* * *

After his classes had finished up, Peter made his way to the Bugle to pick up his paycheck for some photos he had given them yesterday. _I'll stop in, pick up my check and then head home to study._ he thought to himself as he made his way towards Betty's desk. The assistant looked up at Peter as he approached with a welcome smile.

"Hey Peter, here to pick up your check?" she asked, the photographer nodding as she reached into her desk drawer and pulled out a check with his name on it. Peter took the check and read over the amount and frowned, Jonah only bought three pictures for one hundred and seventy five lien, that wasn't a big take. Betty noticed his displeasure and gave him a look of sympathy, "Not as much as you wanted?" she asked jokingly.

"Well if you got an extra three hundred lying around I wouldn't say no." the teen said as he pocketed the check. He might have staved off the bills for the past two months but he couldn't start slacking off now.

The assistant looked past Peter to Robbie's office, "You know if you want some more cash you should try talking to Robbie, see if he needs any pictures." she suggested.

Peter smiled at her advice, "Thanks Betty….where is Jonah by the way?" he asked, suddenly realizing that he hadn't been shouted at since he entered the offices. Or that Jonah hadn't shouted at anyone since he entered come to think of it.

"He took today to spend time with his son, John. He's visiting from Atlas and wanted to treat him to a night out on the town." Betty explained. Peter looked at her skeptically, "Jonah's a good guy underneath all the shouting. And he really does love his son." she said simply with a smile.

 _Ah see but you need a heart to love and I'm pretty sure that Jonah has this deep dark put where his should be._ Peter thought sarcastically, "Thanks Betty, I'll talk to him." he said gratefully before making his way over to Robbie's office. Knocking on the door, he heard a muffled 'come in' from the inside. Opening the Door he saw Robbie behind his desk typing away at his computer.

"Peter, what brings you here?" he asked, looking up from his screen to the photographer.

The spider vigilante rubbed the back of his head, suddenly feeling awkward asking Robbie this, "Um, well Mister Robertson-"

"Peter, call me Robbie." the man kindly insisted, making the teen more relaxed.

"I was wondering if you had any jobs you might need a photographer for, one that's….better in quality then….." he stopped to find the right sequence of words to describe his needs. He couldn't just ask Robbie for more money.

"Peter, if you need an assignment for more cash you can just say so." Robbie reassured with a bemused smile. He gestured to the seat in front of his desk, Peter took the seat as Robbie folded his hands together, "Listen Peter, you've gotten us pictures of Spider-Man when all the other news outlets have been having trouble getting a single frame of him. But you can't count on Spider-Man forever so how about I give you a real assignment as a trail run?" he proposed, making Peter smile at the idea.

"Yes! Totally! Where do you need me?" he asked eagerly.

Robbie chuckled at the teen's excitement, "There's a charity concert hosted by the Schnee Dust Company, the CEO's daughter will be playing there and everyone wants a good shot of her. Since Phil Sheldon is sick I need you to bring me some pictures, and if I get another assignment I'll keep you in mind. Deal?" he asked, Peter nodding in agreement, "Ok you should hurry, the event starts in an hour." he warned, causing Peter to spring up from his seat and run out the door.

Moments later, Spider-Man leapt off the roof of the Daily Bugle, "This is great! I snag some easy pics at this thing and I get paid. And who knows, this could lead to me getting a real job instead of freelance work." he said aloud as swung down between traffic lanes. Leaping off his web he sprung off the back of a bus and shot another line to swing high up into the air. "And who knows? Maybe I'll have some spare cash left over and actually ask Yang out on a date?" he mused as he landed on the side of a building about ten stories off the ground, "Well either way this should be easy as-"

"Help! They stole my car!" Spider-Man looked down at the street to see a woman sprawled out on the sidewalk with a car going way too fast down the road. The Spider powered vigilante leapt off the wall and shot a webline, swinging after a car as it turned around the corner, flying out from around the side of the building Spider-Man attached a line to the corner to change direction after the car before jumping off and shooting another line to get overtop and dropping onto the roof of the car.

"Excuse me I think you have the wrong car sir." Spider-Man said as he was about to look through the front windshield only for his Spider Sense to go off, instinctively he pulled his body to the side as the driver shot into the roof of the car. "Woah! Watch it!" Spider-Man chastised as he dodged another bullet.

 _Ok, don't want to trash the car like last time, so how do I stop the driver-_ he dodged another shot, - _without getting turned into a used target?_ he finished his thought before flipping himself over onto the side of the car so he was facing the driver seat window where the car thief was busy shooting into the roof until Spider-Man punched him through the window and knocking him out.

However the driver's foot was still on the accelerator, "Ok, so now what?" he asked himself before the car drifted across the yellow line into traffic, "Oh crap!" Spider-Man yelled as he grabbed the steering wheel and pushed it so that they skidded back into the right lane of traffic. However the car turned to hard and skidded and began to tip onto the side Spider-Man was on, "Oh double crap!" the vigilante reissued as he braced his back against the side of the car before sticking his feet out onto the road, the abrupt stop causing the car to flip over onto the teen's back with him bent over I the middle of the street.

"Nggh, ok, that's one way to do it." Spider-Man groaned out from the uncomfortable position before gently dropping the car back down onto it's tires. Taking the thief out of the car through the window he webbed the carjacker to the side of the car, "Well you took me about six blocks the opposite way I was heading." he commented aloud before swinging back into the air. "But I got-" he stopped himself in mid swing, "Oh man I almost said 'I'll be there in no time' like a chump…aw crap." he said aloud, realizing his error.

No sooner after saying that, he noticed a window washing platform had both the lines on one side snap and the woman hanging off the railing with her legs failing about wildly. Spider-Man quickly swung over and caught her, hoisting her over her shoulder as he spun a webline and descended down to the streets, "Ma'am I only suggest falling with building when there's a professional such as myself present…..or if you have wings." Landing on the sidewalk, he gently laid her down onto the ground where she shook from the sheer shock of nearly falling to her death.

Just as Spider-Man was about to swing away however his Spider Sense directed him up to see the window platform falling down, "Huh, there's something you don't see every day." he said aloud, the vigilante spraying a net of webbing across the street to catch the platform before it hit the ground or any innocent bystanders. _OK._ he thought with conviction he resumed swinging though the air, _I am going to this thing before anything else makes me have to stop._ he thought to himself, spinning a web with either hand to the buildings on either side of him, his weight pulled him down towards traffic but ricocheted him back up into the air .

Attaching another line to the side of a building he circled around the corner to see the civic center down the street….only to nearly hit a balloon. "WAHHHHH! My balloon!" he heard a child's voice down below as he wailed about his lost gift. However that was short lived as the balloon floated ack down with a ball of webbing weighing down on the string.

Meanwhile, Peter landed on the side of the building next to the civic center, the circular shaped building was teeming with Atlas security, "Hmmm, it almost looks like they don't want anyone to get inside except for the front door. How odd." Peter said sarcastically to himself as he crawled up the building and onto a ledge wide enough for him to change into his clothes.

Peter dropped down into an alley across the street from the building, walking out across the street he approached the civic center's front entrance. Walking through the front doors however he came to another set where an usher with neatly combed over hair with white on the sides as well as a strong square jaw, stood in front of the door with a sign on the wood, the usher noticed Peter approached and gestured down to the teen's shoes, "Sir your shoelace." he pointed out, Peter looked down and saw one of his shoelace was untied. He quickly bent down and tied it, he took another step forward before the usher gestured to his own hairline.

Peter frowned, he hated it when his hair got messed up from wearing his mask, Peter quickly adjusted his hair, the usher smiled and gave him a 'ok' symbol with his hand, but as Peter approached the door he held up his hand, "May I help you sir?" he asked.

"Oh I'm here with the daily bugle to get photos of the event." he introduced.

The man frown slightly, "Hmmm, I'm sorry sir but the event has already begun and no one is permitted to enter." he said sadly before gesturing to the sign on the door. Peter looked at the sign, 'Quiet Please While Event Is In Progress.' was spelled out in bold lettering. "It helps maintain the illusion." the added with a nod.

Peter sighed before turning around and exiting the lobby, _Well if Peter Parker can't get inside then maybe Spider-Man can._ he thought, not planning on being deterred so easily. As he left the usher walked through the doors to the auditorium, walking around the outer ring of seats he came to a staff only door to a stairwell which he entered, closing and locking the door he turned to see a man who looked identical to him.

"Where is the heiress?" he asked as his hair receded back into his head and now had a bald head as his sin tone changed from Caucasian to pale white, his clothes flickered from the red vest, dress shirt, and slacks to a black tactical uniform with twin pistols beneath his arms and a grey belt with a white light in the center of it that died down as the clothes he wore previously disappeared.

The 'real' usher tilted his head back, silently asking to fallow him down the stairs, "She's already going to preform, but if you can get her father's secretary out of the way you can pose as him then extract her." the other man said, "And keep in mind that belt of yours I made can only mimic material with hard light, so if you make yourself look like a bulletproof vest then it'll look like it but you won't have it." he warned.

The pale man nodded in understanding as they stopped in front of the door leading to the staff area underneath the stage and lead to the backstage. "Beck, get the van ready, after the performance we need to move fast. Understand?" he asked, his partner giving him a look.

"What am I? A unprofessional?" he asked, his colleague giving him a blank look, "I'll get it done, just get her out of here without any hustle." he reminded before the man in front of him shifted his shape to be more slender than his partner and into a white Atlas security uniform and his skin tone becoming tan with a white goatee, his eyes becoming green as well before exiting the stairwell.

* * *

 **(Play 'Mirror, Mirror' by Jeff and Casey Lee Williams)**

It took a few minutes for Spider-Man to find a safe way into the civic center, but he discovered his way in on the roof….though an airduct. "These are much more roomier in the movies." he said to himself as he crawled through the vent with his arms reaching far out in front of him so he wasn't trapped by his shoulders. "And I'm pretty scrawny too…man this kind of ruins like a few dozen action movies for me." he mused before reaching a vent over the main hall.

Pulling the screen into the vent, he crawled out onto the underside of the vent before jumping onto the ceiling and lowering himself down though the air by a webline between his feet, the teen looked around the large open room where thousands of cameras where flashing in the nosebleeds while the heiress to the Schnee Dust Company sang on stage. When he saw the girl, he couldn't help but pause for a second, _Woah….she's super pretty._ Peter thought.

The girl looked around his age, her petite form was covered by a elegant white dress and jacket with a red interior to the former and the sleeves expanding out near her wrists. Her dress expanded out around her thighs like a bell, her skin was pale with white hair that was tied with a icicle shaped tiara which made an off center ponytail. She also had a scar over her left eye.

Pulling out his camera, Peter zoomed in only for the image to become more blurry before he manually adjusted the lenses. _She's not what I expected….especially with that voice….instead of the fat lady I got the petite girl, go figure._ he thought as he snapped a picture. Due to his position near the front of the stage he had a much better view than anyone else had, _Get some pictures? Check, get some cash? Soon to be checked, just need to make sure I don't get caught and-_ he stopped as he felt his spider sense lightly vibrate.

 _Spider Sense!? Danger?! Here!?_ he thought with confusion as he searched in the direction that the sixth sense was directing him to. Looking down at the side of the stage he saw a man standing readily as he watched the heiress preform, _Ok creep factor is at level nine right now. But he doesn't look that dangerous, so why is my Spider Sense going off?_ he thought to himself before swinging on the webline to the wall above the man.

He waited patiently until the heiress finished singing and walked over to the man with a look of distain on her face. "Has father called?" she asked expectantly. She had given her secretary her scroll in the event that she was called during her time on stage, and the last thing she needed was her concentration breaking when performing.

"No he hasn't." the secretary stated as they fallowed the heiress. "But I do need to speak to you about something private, it'd be best if we talked outside." the secretary said as the girl's eyes narrowed. She knew her father's assistant wouldn't be here unless he wanted it, "It's urgent Miss Schnee." the secretary warned lightly.

"You usually call me Weiss." the heiress noticed.

The secretary sighed, "Well that's good to know." they said before the imposter reached out and grabbed Weiss forcefully by the shoulder and spun her around, before she could shout for help she felt something metal press against her back. "Listen closely Schnee, your supposed to be delivered alive, cooperate and you'll be fine. Struggle and you'll be delivered alive, but not unharmed." the imposter threatened before leading her towards the backstage where the stagehands went about.

Weiss grit her teeth at her misstep, she should have went straight backstage where there had been witnesses to prevent this, to where security was. Or better yet she should have brought Myrtenaster with her to the concert for her own protection but she thought better of it, what could happen at a charity concert after all? This apparently for one.

"Well that's not threatening at all." A webline hit the gun and pulled it up out of the imposter's hand as Spider-Man fell and kicked the kidnapper away behind the stage away from the heiress as the people around scattered to get security. He looked back at the white haired girl and saw her flabbergasted expression before they both focused on the imposter as their clothes flickered back to normal and the secretary's face morphed into it's base form. "What the-" he started before he shot at the two.

Reacting quickly he grabbed the heiress and leapt into the air as the imposter shot at them, the crowded auditorium screamed as gunshots rang throughout the stage. Thought it wasn't nearly as loud as Weiss Schnee was being right now, "PUT ME DOWN YOU RAPSCALLION!" she demanded as Spider-Man shot a webline and swung them up onto the catwalk where the man couldn't get a beat on them. Weiss immediately pushed the vigilante off her, "Who do you think you are!?" she demanded.

The white eyed hero shrugged, "I dounno, the guy who swung you away from the other guy with a gun?" he replied smartly before looking over the railing to see that the man had vanished, "Oh perfect he's gone."

"Why'd you let him get away!?" the girl criticized, making the other teen look at her as she placed her hands on her hips, "You should have taken him out when you had the chance instead of disarming him!" she reprimanded.

"And possibly let him shoot you? What if the gun went off and hit someone else?" Spider-Man replied before pointing at her, "Lady I've saved a lot of people in my short tenure of doing this, but you're the first to criticize me…..well second, behind J Jonah Jameson." he corrected as Weiss folded her arms across her chest.

"Well then that explains a lot." Weiss replied curtly.

Before Spider-Man could respond however, he felt his Spider Sense go off in his head, "Spider-Man freeze!" the vigilante turned around to see a number of security forces closing in on him.

"Well that about figures. Fine lady have nice day and try not to get captured again." Spider-Man said before diving off the catwalk and spinning a web to carry him over the stage and to the vent he entered the building from as the security surrounded Weiss to protect her as some of them aimed at the teen before he swung up into the vent and scurried away as Weiss as escorted down from the catwalk by a trio of the guards.

"Ms. Schnee we'll escort you out the back and get you to a secure location." the head of the three assured as they waked though the backstage towards the rear of the building. As she was led towards the back of the building she realized two things, that was where the attempted kidnapper wanted her to go, and that she didn't know a single one of these men.

The heiress stopped in her tracks, "We should wait for the police so I can tell them what I saw." she said reasonably in a attempt to halt the others. The man who tried to kidnap her was able to morph his appearance through his semblance apparently, so she couldn't trust a single person here until he was caught. "Besides I need to find my father's secretary, I thinks she might have been hurt by whoever tried to take me." she explained.

However the trio looked between them confused before they seemed to realize what she was implying, "Ma'am, we all that Spider faunus try and take you. We'll give them our statements." one of them said, the others nodding in agreement.

Weiss felt her eye twitch in frustration, "He didn't try and kidnap me. He was the one who was doing YOUR job and protecting me." she said as she stomped forward, the three men collectively taking a step back from the look the heiress had on her face. "In fact I think your time would be better spent getting the police, finding my assistant, and searching for whoever tried to take me." she said in a cold demanding tone.

The three men each took one of those tasks and left to complete them, leaving Weiss alone for now, _Well that takes care of that._ she thought as she made her way towards her dressing room where a guard stood watch. As she entered the room she felt a prick against her neck and suddenly felt drowsy. She wavered a few steps, realizing too late that she hadn't inspected the man guarding her door.

Spider-Man fell out of the airduct onto the roof of the civic center, "Ugh! Thank god I'm finally out of there! If I ever see the inside of a air vent it'll be too soon." he said to himself as he raised his camera over his head. "But at least I got what I came here for." he said proudly before standing up and cracking his back and patting the dirt and dust from his brightly colored costume.

Spider-Man walked to the edge of the building about to spin a web and swing away before he noticed a blue news van skid out of alleyway and out onto the street. "Let's make it a double and catch the bad guy while we're at it?" he asked himself before swinging after the van. Swinging around the corner of a building as the van did the same further down the street, he cut off the van by launching himself across rooftops and down onto the street as the Van passed under him and landed on the roof of the vehicle.

Beck looked at his partner in the back of the Van where he had finished handcuffing the gagged heiress, "Did you hear that?" he asked, Weiss glancing up to the roof.

"Probably a cat, just keep driving." he said simply before the rear window was broken and a webline connected to Weiss and pulled her back towards the rear doors as one of them was ripped off it's hinges as Spider-Man pulled Weiss out of the van and into his arms. However before he could swing her to safety the driver hit the breaks as Weiss was pulled back, making her miss Spider-Man's grasp and the girl letting out a muffled scream.

"Crap!" The vigilante shouted before spinning a web net into the alley they had driven into to catch the heiress. He looked back into the van and saw as the imposter grabbed a shotgun and aimed it at him, "Oh come on!" the teen protested before vaulting over onto the side of the van as he shot a large hole in the door.

"How many guns do you have?! Can't we just fight with water pistols?" he asked before driving his first through the side of the van where he sensed the kidnapper was, hitting him in the back of the head and into the other wall where he laid dazed.

"Chameleon!" Beck shouted before digging into his pocket and retrieving a small disc shaped device as Spider-Man made his way towards the heiress in the web as she spat the gag out of her mouth.

"WHAT IS THIS STUFF!?" she shrieked when she saw the large web she was in before Spider-Man landed on the webbing beside her. Her eyes narrowed at him, "You!" she accused. "What did you do!?" she asked as he reached behind her bak and broke the handcuffs she had off her with ease, shocking the Heiress.

"Run! They're after you, I'll hold them off." he said before turning his attention to the van to see the now named Chameleon had recovered and readied to fire at the two. Before he could, Spider-Man leapt off the net of the webbing and dove at the imposter only to dive right through him and tumble across the ground. He looked back bewildered, "What the-" he started until man's form began to flicker away with a small disc on the ground remaining as the van drove off. "Great." the teen said sarcastically as the Van drove off.

As much as he wanted to stop them, he couldn't just leave the heiress here all by herself so he instead ran over to the Schnee as she slid off his webbing to the ground, shaking slightly as he came over. "Are you ok? I thought your security-" he began.

"The man who could shapeshift, he posed as guard to my dressing room." she explained, running her hand up to her neck where she had been injected. It was a very short tranquilizer, she still felt a little drowsy from the drug's effects but her aura was tending to the aftereffects.

Her rescuer cupped his chin, a shaped shifting semblance would explain how he could disguise his features but the skin color wasn't explained by that. _Well Chameleons are able to change their pigmentation to hide from predators….maybe he's a faunus?_ he thought before the heiress snapped her head at him disapprovingly. _Oh boy._ he thought.

"I suppose….I should thank you. As much as my family has…issue with your kind, I recognize that you helped me." she admitted, however one of Spider-Man's eyes closed around his lens, giving him a confused expression.

It took him a second to realize what she thought, "Oh! Oh no, I'm not a faunus." he denied as he waved his hand back and forth. However the heiress didn't look convinced whatsoever, "Honest! Cross the spider on my chest and hope it gets torn."

"Don't you mean cross your heart and hope to die?" Weiss asked.

"I know what I said." the teen said, crossing his arms.

Weiss however shook her head, "No, you have to be a faunus. How else can you do that?" she asked, gesturing behind her to the large web he sprayed to catch her.

That explained why she seemed so disturbed when getting off it, "Well I can stick to walls, have super strength, agility, speed, but I'm not a faunus." he explained.

Weiss was taken aback by this information, "Wait….you can do all of that?" she asked as she went over the events that transpired. She thought back to what her sister told her of her encounter with the Spider-Man during her short trip to Vale. She assumed that he was an amateur Huntsman who was trying to make a name for himself, but thinking back on it... "Regardless, I imagine you want some sort of reward?" she asked reasonably.

Peter pressed his lips together in contemplation under his mask, he knew the Schnees where possibly one of the richest people on the planet…..and he definitely could use a few thousand lien…..and they wouldn't miss it…..

"Thanks….but I'm good…hey could I see your scroll?" he replied.

At this Weiss's eyes widened, "Your…Your serious?" she asked in disbelief. Honestly Peter couldn't believe he was doing this either as he nodded before the heiress handed him her scroll, "What are you doing?"

"Well since this guy is still out there, you can't really trust anyone. But I know a guy on the police who might be able to help." he said as he dialed 911. When he reached the receptionist he spoke, "Hello? Yes could you connect me to detective Lemont? I have some information on a case he's working on that might be prudent to him." he lied, setting his empty hand on his hip while he waited for Lamont to pick up.

 _'Detective Lemont speaking.'_

"Heya Detective." Spider-Man greeted warmly.

 _'You? Why the hell are you calling me?'_ the policeman asked.

"Well long story short, you hear how a few minutes ago someone tried to kidnap Weiss Schnee?" the vigilante asked.

 _'Are you kidding it's all on the radi…..why?'_ he asked in a accusing tone.

The teen rubbed the back of his head, "Well see, I saved her from the guy who kidnapped her but he has a semblance or something that makes him shape shift. And since I know it's you on the other end-"

 _'You know that I'm trustworthy.'_ Lamont finished understandingly, _'Ok, I'll be there with a few men.'_ he said before hanging up and handing Weiss her scroll back.

"He'll be here soon, sit tight until then." he said as he turned and readied to swing away.

"Wait." Weiss stopped him, "They mentioned a hotel beside a club, I don't know if that helps but…" she trailed off, suddenly feeling very helpless.

"It does actually, thanks." Spider-Man said gratefully before spinning a web and shooting up into the air after pulling back on it. _Ok a hotel by a club, that narrows it down, most clubs aren't near anywhere residential so it must be near the more rough side of town like the Pound._ he thought to himself. The Pound was a section of Vale where mostly faunus populated. It was by no means a slum but the faunus there were constantly victims of hate crimes, Spider-Man probably stopped three crimes there whenever he swung by there at night.

"Well they couldn't have gotten far so I'll check the places closest and then work my way out more." he said to himself as he swung off a webline overtop a building, shooting a line down over the other side and pulling on it to get him over the roof.

* * *

It was night when Chameleon and Beck ditched the fake news van a few blocks away from their hideout, and old decrepit looking apartment building by a club run by Junior Xiong, a well-connected businessman in the criminal enterprise. The outside of the building was so bad that no one would pay it no mind, but the inside was completely furnished and occupied by a number of men employed by Junior . "I can't believe we got screwed over by some kid in tights!" Beck shouted as he kicked a footstool over.

Chameleon leaned his back against the wall with his arms crossed, "I'm not pleased about it either but how were we suppoused to anticipate the wall crawler?" he asked as his partner in crime rubbed his eyes with his hand before pointing at Chameleon.

"How about this, you impersonate the wall crawler and go to her, tell her that we got apprehended." he explained, "You knock her out and get her out of the station with one of my illusions disguising her as a cart or something?" he proposed.

His accomplice shook his head, "No good, the Spider isn't very goody, goody, with the police. He'd probably be arrested on sight." he said, making Beck clap his hands together in frustration, "The White Fang are putting good money up for this and I do not want my repuatation sullied because of some punk in a costume." he spat out.

"Aww, you do think of me." the two turned their heads to the window to see Spider-Man crouching on the inside of the room. Beck looked at the door beside Chameleon and sprinted towards it only to be stuck to the wall.

"Oh come on!" he protested as Chameleon ran out the door into the hall with Spider-Man breaking the wood off it's hinges to run after him. Turning the corner the impersonator entered the elevator and clicked the doors closed just as Spider-Man leapt to the corner and swung around the side by his hand to see both elevator doors closed.

"Ok, ennie, meanie, miney, moe. Catch a Grim by it's toe, if it howls don't let it go-aw screw it." He said aloud before pulling apart one of the elevator doors and looking down the saft to see a box heading down. "Gotcha!" he said before diving down after the elevator. Landing on the roof with a thud, he tore open the emergency hatch, before he looked inside however his Spider Sense rang out to warn him of his target shooting at him.

The Spider powered teen swing his body over to the side of the elevator, "Where does he keep getting guns!?" he asked himself before crawling underneath the elevator and spraying a glob of webbing to the part where the wire of the elevator ran through, causing the box to jam in place just under the third floor.

"What?" the imposter asked before hitting the control panel to try and restart the elevator. Turning to the door he dug his finger between the crack and pulled them apart, he climbed up onto the third floor and begun to stand before coming face to face with a group of policemen pointing their guns at him with Detective Lamont standing behind them.

"Well I'll be. When Ms. Schnee told us that a shape sifter tried to kidnap her I didn't think we'd get the Chameleon." he said as he walked forward with a pair of handcuffs while the criminal held his hands up, Spdier-Man watching the scene unfold from the elevator shaft.

"Haven't caught me yet!" the man said before pressing a small device in his hand, causing the lights to shut off.

"I can't see!"

"Get the perp!"

"My flashlight won't turn on!"

 _Crap! I can't see anything!_ Peter thought as he wandered through the darkness, he ducked as one of the officers blindly swung at him. _Jeeze! Thank you Spidey Sense…..wait, maybe I can use that to find this guy, he can't see in the dark right?_ he thought to himself as he shut his eyes. _Ok, focus….focus on everything around you._ Peter thought to himself as he slowly navigated the hall.

With each step his confidence wavered, out of all his abilities he didn't know exactly how his sixth sense operated. However as he felt the other people in the room trash around trying to get their bearings he began to feel the people around them, he could see their shapes in his mind's eye, and one of them triggered his spider sense, "Gotcha!" he said as he grabbed the Chameleon as the lights turned on.

Only to see he grabbed Lamont, "Get off me you idiot!" he shouted as he tried to pry Spider-Man's grasp off him.

 _But I was-_ Peter thought as one of the officers pointed their weapons at him and ordered him to let go the Detective. However Spider-Man thought back to the civic center where the imposter used a belt to change his clothing. "Hope I'm right about this or this is going to be real awkward." he said before grabbing the belt and ripping it off, shattering the illusion and revealing Chameleon's back tactical clothing before his sixth sense warned him in time to dodge a shot from one of the officers by backflipping and shooting a web at Chameleon's hand to the wall.

Landing on his feet he turning and punched out the window before swinging up into the air as the police went to the window. "Stop! Don't shoot in here!" Lamon said as he climbed out of the elevator the criminal had thrown him down.

Spider-Man connected a thread to a water tower and swung past it and leaping off the end and down onto a ledge, "Phew. That was close." he said before looking up at the night sky and groaning, "Aggghhhh, I gotta get home before Aunt May starts worrying." he said to himself before springing off the building and diving off the side, firing a web to carry him through the air.

* * *

Peter let out a yawn as he walked through the gates of the school with Harry, his friend looked over at his friend and smiled. "Late night with Yang?" he asked as they walked around the fountain in the main square of the school.

Peter shook his head, "Wha-? No, no I just stayed up late to work. Plus gym class kicked my butt yesterday." he lied. He didn't get home last night until ten o'clock, Aunt May was a little mad that he didn't call her and tell her that he was going to be late but once he explained, or in this case lied, that he was busy working at the Bugle she cut him some slack for now.

Harry gave his friend a sympathetic look, "Oh man, that plus studying for Straczynski's class? You gotta be tired as hell." he said, causing the other teen to freeze in his tracks. Harry noticed and when he saw the look of devastation on Peter's face, he mirrored it, "Oh my god you didn't." he said before covering his mouth.

 _I totally forgot about the Final! I was so busy with Chameleon and the Schnee girl I totally slipped!_ He thought before slapping his palm against his forehead. "I'm totally gonna fail." he said sadly as he made his way past Harry who put a hand on his friend's shoulder.

"Maybe you'll get a C?"

'Harry I haven't gotten a C since elementary school." Peter said, causing his friend to deflate as they entered the school.

* * *

 **AN: Funny enough I'm doing this while doing my exam for one of my online classes so yeah, I know that feeling.**

 **I actually didn't plan on Chameleon being in this chapter, I just wanted the gag from Spider-Man 2 in this but one thing led to another and the idea of someone with a shape shifting semblance and being a chameleon faunus like all our favorite gay lizard girl was too good to pass up…..seriously though, Illia is a really cool character and I love that in just a handful of episodes RT made her a fan favorite with just as much complication as one of the mains.**

 **Also, I realize that it was never specified where the charity concert that Weiss attended in the White Trailer was, they don't even say in the Manga, but I assumed from the timing that it was in Vale.**

 **Anyway, I hope you liked this chapter and can't wait to see you guys next time.**


	4. Chapter 4 (Natural Selection)

**Natural Selection**

 **Prime's apprentice: God damnit barb.**

 **treyalexander63917: Doctor Strange? No, as cool as it would be to have him in this he's Earth's Sorcerer Supreme, not Remnant's. Honestly if that's anyone I think it would Ozpin.**

 **Guest 1: I honestly didn't plan on Chameleon being in the chapter at all, I just planned on having that silly scene from Spider-Man 2 (with the amazing Bruce Campbell) in this as a little reference. But I KNOW in my bones that Sam Rami was planning on him being Mysterio in Spider-Man 4 but it never came to be, and so one thing led to another and we got this.**

 **Great Saiyaman54: ….hehehehehehehehehehe, hahahahahahaha, AHAHAHAHAHAHAHAHAHAHAHAHAHAAAAAAAA! Ahhhhhhh….oh, you're serious. Hang on, let me laugh even harder. BWAHAHAHAHAHAHAHAHAHAH!**

 **Guest 2: No Blake won't be Black Cat, I don't do that thing where fanfiction replaces characters or mixes them together to make a new version. And there's no reason Blake would be Black Cat, Cat steals from people for fun and excitement and Blake never has stolen….well, anything. Except Illia's heart, Adam's creepy obsession, and Sun's dorky attention.**

 **KcdZp: A very good point! However I should point out that Spidey hasn't always kept to New York for his Adventures. There's many times where he left new York for extended periods of times actually, like when he helped out Silver Sable, when he and Ned Leeds went to Europe and ran into Wolverine, and more recently in Dan Slott's run where he became a more international hero….until he screwed himself over and lost it all. But Spidey is no stranger to operating outside of New York.**

 **Atom King: Glad you liked it, we'll see what she thinks sooner or later.**

 **AnimeKing6: Hmmmmm…..**

 **Dr4g0nb411z: I'm happy to hear that! And I've worked on some plans for Cat, I think you'll be happy to see when I introduce her to the story.**

 **SalazaSAUCE: No I don't plan on Ben, Kaine, or Jessica (Ultimate Marvel Clone) to appear in this story. Or Silk. Or any other heroes at this point.**

 **walleyhollis: Yeah but I couldn't just rip the Mets off you know?**

* * *

"Well?" Roman asked Cinder expectantly as they walked through the warehouse containing all the dust that he and the men he hired had stolen over the course of the last month. The inside was mostly empty with only a container in the corner and a wall set up on the opposite end that highlighted the targets they've yet to hi.

The woman looked over at him with contempt, "It's being taken care of she reassured as they approached the doors to the warehouse.

"Taken care of?! The punk took out Marko and the Chameleon! And we didn't even send the second one." he said, making the ashen haired woman frown. She was surprised when she had learned that this costumed nuisance had been responsible for imprisoning both Marko, who the press has dubbed 'Sandman' as well as the renowned assassin the Chameleon. However the latter's partner managed to escape before the police could apprehend him, only to disappear so that he wouldn't be taken in along with his partner.

"Your employer is taking care of the situation, just focus on the dust. And if he shows up, we have it covered." she assured as they exited the mostly empty building, "Your boss has an acquaintance who's armed some local thugs with some high end weaponry, he'll be your escort for the time being." she explained, putting Roman's concerns to rest for the time being. "And besides, we've learned something important, he went after the Chameleon just because of happenstance. Meaning he's not pursuing you, or us for that matter." she said with a confident smirk before the doors to the warehouse shut.

* * *

Peter looked longingly to what was in the glass case in front of him, inside the store's protective glass was a camera that made the one he used for work to shame. Digital and film option, triple the zoom, and a new tracking shot feature that adjusted the lens to capture what it needed in frame, "Dude, you ok?" Peter looked over to see Yang with a amused look, "You've been staring at that for five minutes." she explained, making the teen blush with embarrassment.

He had gone to a Techno-mart to pick up some cheap gear from the bargain bin he could use for a project he was working on when he ran into Ruby and Yang inside. Ruby was there to get a weapon upgrade for her scythe while Yang needed some shotgun ammo. The store was home for a number of utilities for public use, including weapons and recreational items. "Yeah, sorry just admiring. I could seriously use some gear like that." he said, walking away from the display with Yang.

She glanced back at the camera before turning her attention to Peter, "So why not save up and buy it?" she asked as they passed an isle for weapon mods, which Ruby was currently gawking over, "Ruby!" she called her younger sister's attention, snapping her out of her star struck stupor before picking up her bag and going to join her sister and friend.

"I have. But by the time I can afford it the new model will be out, and that's before I can buy a new scroll to replace the one I got." he explained, thinking to his cracked device.

Yang frowned, she knew that it was impolite to ask about money to anyone, it just wasn't her business. But with how Peter talked it sounded like he and his aunt were on their last rope twenty four seven, he talked about what he needed to get but she rarely heard him talk about anything he wanted. "You know I'm sure your RICH friend would happily reimburse you for breaking that in the fist place." she pointed out.

"And I'm telling you the same thing I told Harry, I'm perfectly fine with my scroll…..aside from the screen being cracked." he added as he scratched the back of his head.

"Could be worse, when I got my first scroll I left it in my hoodie and it was washed." Ruby sympathized as he shook her head, "The poor thing didn't last the night….we buried it the next day in the back yard, right next to the curling iron." she said, making Peter raise an eye as Yang walked ahead to pay for he ammo.

"What happened to the curling iron?" he asked.

"Gave Yang split ends." Ruby replied before gulping, "She broke it with her bare hands." she added in a horrified tone. Peter suddenly felt very glad that he hadn't held Yang's hand yet…or touched her in any way that might warrant her to do something drastic.

 _In fact, maybe from now on our relationship could be based more on words instead of actions. You know, just to be safe?_ he thought to himself. "So, you gonna miss Yang when she leaves for Beacon?" he asked.

The silver eyed girl shrugged, "Yeah but she'll visit every weekend so it's not like I'll never see her." she said before smiling, "Besides! in like two years I'll be there with her." she said in a excited voice, making Peter smile at her optimism. She elbowed his arm, "Besides I can hang out with you….right?" she asked, not wanting to presume anything.

That made Peter smile, "Of course Ruby." he reassured, making Ruby share in his smile before they joined Yang at the check out. After paying, Peter putting his purchases in his schoolbag, the three made their way out of the store and out to the parking lot where Yang had parked her bike for her and Ruby. "Woah….." Peter admired, making Yang smile with pride.

"Nice huh? This here is my baby Bumblebee." she boasted proudly as Peter walked around the high end motorcycle. Yang grinned as she bowed her head slightly, she and her dad both worked on her bike since she got her learner's permit two years ago, she honestly was surprised her dad of all people would get his girl a motorcycle instead of a car like others her age would want, not that she complained at all. "You ever think of getting one?" she asked.

Peter shook his head, "Nah, no way Aunt May would ever let me buy one." he said, _Besides, web swinging is a ton more fun and faster._ he thought to himself. "Besides I turn seventeen day after tomorrow, no way I could get enough money for something like this." he said with a gesture to the bike as both his friends stared at him with their eyes wide, 'What?"

Ruby had a smile of excitement, "Your birthday is coming up! That's awesome!" she said as she raised her fists up and shook them with anticipation. "Oh! What cake are you going to have?" she asked before containing herself, "You know….in case some…uninvited guests show up…..at what time?" she asked, trying her best to seem nonchalant while Yang grinned at how her sister failed at it.

Peter wasn't smiling however, "I'm not having a party….again." he said, muttering the last to himself, making both Yang and Ruby look at him curiously for different reasons. "Besides who needs cake? My Aunt May makes wheat cakes for my birthday, hundred times better." he said with a genuine smile on his face as he thought of his Aunt's specialty.

Ruby crossed her arms, clearly unconvinced, "First of all, what's a wheat cake that sounds kinda gross, and secondly, why aren't you throwing a party! Everyone loves parties." she said plainly.

Peter rubbed the back of his head, the last party he had was back in preschool and the last party he went to was one where Kong and Flash convinced him that Liz Allen wanted to meet him in the closet. They locked him in there until the party finished, _Who would I invite? Doc Ock?_ he thought sarcastically to himself. "Just not feeling it this year Ruby." he lied, noticing the unconvinced look Yang had as Ruby pouted in disappointment, "….but if you do stop by, I'll make sure Aunt May saves you some wheat cakes to try. Trust me, you won't forget it." he assured, lifting the redhead's demeanor.

"I can hardly wait…..unless they're bad, in which case I can." she corrected before walking off, "I'll meet you back at home Yang, I still need to pick up some dust." she said before walking away, leaving the blonde with Peter.

As soon as she was out of earshot Yang spoke, "So what's really up?" she asked as she leaned against her bike while Peter ran a hand though his hair. The blonde's expression softened, "Peter you remember what I said? I'm here for you." she reassured, making the teen let out a tired sigh.

"It's my first birthday without Uncle Ben and…I just miss him….when I was younger he would always find some way to surprise me. He'd get me a gift I didn't tell him I wanted but secretly did, or he'd cut work and take me fishing near the shore, and now….he's not here." he explained sadly. Yang frowned as she remembered her first birthday without Summer, it was hard on her but Ruby had gone out of her way to make her have a great time despite her missing Summer.

The older sister glanced up at Peter from her bike, what could she say? It was going to be alright? It hurts less as time passes? It might be true or it might not but it was clear that something had been weighing down on the teen since he told her his Uncle had died, "…you wanna ride home?" she offered, making the teen perk up.

"What?" he asked, "I just….I've never…where would I even sit?" he began before his face began to warm up.

"Behind me?" she mused as she lifted her leg over the side and scooted forward so Peter had enough room. She heard the teen gulp and she couldn't help but laugh, "Dude, relax, just hop on." she instructed, Peter walked over to the bike and climbed on behind her as she put a yellow helmet on with her sigil on the side. Sitting behind her, Peter placed is hands on the back of the seat for a place to hold on to, Yang was admittedly surprised by this.

She knew full well that most boys her age found her attractive, a number of guys have asked her out and she went on some but declined others for various reasons, but almost every time she had been touched by them. Nothing along the lines of being groped or fondled but a hand on the arm, or hand holding, but when someone did try and cross that line without her permission? They would need a few weeks to recover from when she got through with them, maybe a month or so if they were really bold.

So when Peter held onto the seat, which by herself she never really saw people do to be honest, she was surprised, "You uhh…..you sure that's how you want to ride?" she asked.

"Yeah don't worry, I won't slip." he reassured with a self-knowing grin. Yang handed him a red helmet, Ruby's he assumed, before turning the ignition and making the bike come to life. Pulling on the handle the bike pulled out of the space and drove through the parking lot and out onto the road with Peter hanging on the back seat.

As they drove through Patch, Yang glanced in her mirror at Peter and saw the bright smile he had on his face, causing her to as well on a smaller scale. Talking about his uncle always made Peter sad but she figured a ride home on her bike might brighten his spirits if not a little bit, and in truth she felt a little guilty for diving into the subject.

Soon they pulled to a stop in front of the Parker house, "Thanks for the lift." Peter said gratefully as he handed her the spare helmet back to her. The blonde smiled as she lifted the seat and placed the helmet in the space under it used for storage, "So….last week of school." he said, rubbing the back of his head awkwardly.

Yang chuckled, "Yeah. And then one month until Beacon." she said with a smile, she noticed the side of Peter's mouth l twitch into a frown. The blonde sighed, "Look Peter, with me at Beacon, I won't be around much obviously." she began, causing the teen's shoulder to slump slightly as he prepared for the worst. She kicked her leg lightly against his shin, "Hey! Let me finish before you get mopey." she chastised.

Peter pouted, "I don't mope."

"Mopey dopey." she teased, making Peter roll his eyes, "But what I wanted to say is I'm still gonna hang out with you when I can. Just because I'm going to a different school doesn't change anything." she said with a friendly smile.

Peter however didn't seem entirely convinced, "But your moving-"

"To a place where I can get an airship to Vale. That's not exactly like moving to the other side of the world." she countered as she stood up from the bike in front of Peter. "I just….your a good guy Peter and I like hanging out with you. And….I get you, and you get me." she said, poking him in the chest as Peter smiled, as Yang got back on her bike and put her helmet on, she gave Peter a smile before driving off.

When he saw her turn around the corner, he looked around to make sure there was no one else around before letting out what he had been holding in. "WHOOOOOHOOOO!" he cheered ecstatically as he bent down and leapt backwards into the air towards his house, the top of his head barely clearing the top of the roof and landing on the other side of the house and into the backyard. He looked around once again to make sure no one had seen him before walking over to the cellar door.

Stomping down the stairs with excitement he tossed his bag onto his work desk beside his computer, _She still wants to hang! Even when she's going to a different school! This is awesome!_ he thought as he jumped into his seat, the chair rolling over towards the shelf beside the staircase, kicking his shoes off as he did. Raising his foot out he used it to stop against the shelf, reaching out to the shelf he took a small device he pushed off the shelves back towards the desk.

Placing the small device on the desk, he inspected his latest project that he had been working on for his Spider-Man duties. After the Chameleon fiasco a few days ago he began thinking of a way he could track criminals, he had to let Chameleon go because he needed to make sure Weiss Schnee was ok and he had no doubt that he might be put in a situation like that again.

So he begun working on a cheap tracking device he could make in bulk and track easily. The devices themselves were no bigger than the fingernail on one's pinky finger in the shape of the spider on his back with the same color with an adhesive compound on the tips of the legs and the transmitters on the underside. Each one cost him about twenty bucks so he only had four made, but the biggest problem he had was finding a way to track them.

The transmitters worked by sending out a radio signal, so he thought that if he made a radar for them he could properly use them. "Alright then, let's get to work here." he said as he opened his bag and took out what he had bought at Techno-Mart to add to what he had already built. Taking one of the tracers he pulled out a tool from the drawer to adjust the wavelength the signal broadcasted on.

He first built the tracker, a device that he could fit in the palm of his hand with a LED screen that would show the direction that the tracer was broadcasting from, after an hour and a half of work, he turned the device on, "ok now I just need to find a common wavelength that they can both broadcast on." he said to himself as he took a tool and began tuning the tracer and the tacker.

"Really hope I got the right broadcast software for this thing otherwise I just wasted-AH!" he yelped as his Spider Sense suddenly went off. Looking around he didn't see anything that would let his sixth sense to go off, but what was strange however was that his Spider Sense didn't…..feel like it usually did. When it usually went off it was like a alarm, buzzing in his head, but this felt like someone just turned on a light. And what was stranger was that it was directing him at the tracer, "What the…..wait a second."

He picked his tool back up and changed the frequency of the tacer, doing so stopped his Spider Sense, "No way….I must be able to pick up this radio frequency with my Spider Sense." he said in disbelief, "But wait, how does…well I suppose spiders do have hairs that pick up particle movement, and I suppose it's possible to pick up different wavelengths in a similar fashion." he said to himself as he stood from his chair and began walking.

"But how does my Spider Sense work then? I mean I'm able to use it to sense everything around me but it reacts mostly to danger, but danger is a concept. Technically speaking it's dangerous when I wall crawl but it doesn't warn me then." he continued as he unknowingly walked up the wall with his socks. When he realized he was on the ceiling he stopped his rambling, "Ok cool science later, tracer work now…..hmmm, maybe I can call 'em Spidey Tracers?" he mused as she dropped from the ceiling to the floor.

* * *

The shattered moon hung in the sky as a shadow moved across the rooftops of Vale, the figure stopped beside a tv antenna and leaned against it to catch her breath. Blake Bellaonna had been on the run ever since she had left the White Fang, a month ago she had helped her Teammate sabotage a Schnee Dust Company train passing through the Emerald Forest, she abandoned her teammate….her….old flame….and had been making her way to Vale since.

But she didn't count on someone else entirely trying to hunt her down.

As she stepped away from the antenna and out into the moonlight, she ran a hand through her raven black hair, her midnight locks cascading down her back and to her upper back. Her black button vest with coattails and sleeveless, high neck, cropped undershirt covering her torso. She wore a pair of white shorts with full black stockings with low-heeled boots, on the sides of her stockings were her symbol of a white fire looking emblem, and on top of her head was black bow that covered her feline ears.

She let out a tired breath, _I have to find somewhere to rest. I think I have enough distance between me and him to catch a few hours of sleep._ she thought as she started down the ledge of the building. The path in front of her was struck with a knife, she turned to the direction it came from as she reached for her weapon on her back, a black butcher sword with a trigger on the handle.

"You've given a good chase Belladonna, but like any animal, you can't run forever." the man before her said as he leapt own from the top of a billboard, Blake's grip on her weapon tightened as her pursuer walked out of the billboard's shadow. The man was muscular, his frame hulking in size compared to Blake's slender frame, he wore a vest that looked like a lion's face on the front with its mane on the back of the vest. He had gloves made of what looked like leopard skin on his forearms with black gloves on the end matching black pan with combat boots.

The hair on his head was black and combed back with a goatee of the same color around his mouth, his emerald eyes locked on his prey as he pulled a tube from his belt that extended into a spear. "He promised me that hunting you down would be a challenge, however I must say that I am disappointed with you." he said as he leapt forward, trusting his spear out at her, Black parried it with her sword before slashing at Kraven.

He blocked it with the side of his spear, countering by spinning the tip back round and barely missing Blake's nose by a centimeter as she leapt back along the ledge before grabbing the sheathe of her weapon by it's handle and pulling it off her blade. With a weapon in bother her hands she charged, slashing wildly at her pursuer before she left a shadow clone behind to attack him from the side.

He fell back towards the ledge, his spear' blunt end grinding against the rim of the ledge to stop himself from falling. Before Blake could fallow up her swung his foot up and kicked her upside the head, as she rolled across the rooftop she tried to lift herself up to catch her breath, "You've been running for days now, your exhausted." Kraven pointed out as he pulled himself upright with his foot, "Do not struggle Belladonna, I hate to cause suffering to an animal." he said as he strode over and pinned her back against the ground with his foot.

"Trust me pal we're all suffering." Kraven looked up to have a foot ram into his face, "I mean leopard print? Seriously you have no taste! None! Whatsoever!" the hunter shook his head as his sight came back into focus with a red and blue tight wearing young man in front of him gesturing his hands at the man. Blake looked up at her savior with wide eyes, but took the chance to seek cover behind a chimney to catch her second wind.

Kraven circled around the teen who mirrored his action, "Your exploits are well known to me Spider-Man, your confrontations with the likes of the Vulture and the metal armed man are impressive." he stated.

Spider-Man gave him a skeptic look, "Thanks? First time I was complimented by a guy I kicked in the face." he muttered.

"I would relish the chance to hunt you, my current quarry is still alive." he said, confusing the teen as he looked over at the girl as the man licked his lips like a predator eyeing a thing of raw meat. "Leave now, and you shall live to fight another day." he said.

Spider-Man got into a fighting stance, "Tempting but if I did that I'd have to turn in my junior super hero license. Besides, I have a thing against abducting." he said before springing at the hunter who raised his spear in defense. Spider-Man grabbed the sides of the spear and vaulted over Kraven's head before throwing him into the billboard and sticking him to the side. "Well, that was anticlimactic." the vigilante said confidently as Kraven struggled against the webbing before the claws in his fingers popped and he cut himself free with a knife on his belt, "Man I gotta start making that stuff stronger." he said to himself as Kraven reached into his vest and pulled out a boomerang that he launched at the teen.

"Seriously?" Spider-Man asked in amusement, he moved his head aside, "Missed," he said as the boomerang came back around towards the back of his head, which he easily dodged, "And missed again." he said before his Spider Sense went off.

However as he mockingly dealt with the projectile the hunter retrieved a ball from his vest and tossed it at the teen, a large net spewing out and constricting the teen. "Ok yeah I deserved that." he said before an electrical current ran though the net, shocking the teen, "GAHHHH!" he yelled as he fell to his knees.

The voltage was damaging to the point of disabling and the pain matched it, "I gave you a chance Spider-Man, now lie down, the battery in that will last a hour at best." Kraven said as he directed his attention to a steadfast Blake, standing out from her cover. Kraven pounced but before he reached her he noticed something, she wasn't even reacting to him. He turned in midair as he landed, seeing the real Blake cut through the net holding the teen down. He tossed it off as Kraven sprinted at Blake.

As she readied to defend herself, a glob of webbing hit the hunter right in the face, blinding him and letting Spider-Man rush in and uppercut him, disorienting him as the teen kept up his attack, "Sorry lady me and leopard print here are still dancing!" he said as he dodged a punch the broke off a section of the chimney Blake had hid behind .

Spider-Man circled behind Kraven, ready to finish the fight with a decisive blow before Kraven threw himself back into the webhead, sending them both off the roof. Blake's eyes widened as she ran to the edge and leapt down after them. Her sword retracted and she threw it after pulling the trigger, the strong ribbon in her hand making her swing towards the two in freefall as Spider-Man kicked Kraven off him, spinning a web net to catch him and not fall to his death before Blake swooped in and grabbed him by the back of his costume.

"Omph! So this is what it's like on the receiving end." He said to himself, looking down at the streets they swung over before looking up at Blake.

However, Kraven stood from the webbing below and threw his boomerang at the ribbon keeping them airborne and dislodged Blake's weapon from it's place, the feline faunus' eyes widened as they fell. She felt a arm around her waist, "Well at least now I can return the favor." Spider-Man said as he shot a webline and swung them at speeds Blake rarely reached.

Kraven smirked siniseterly as their figure disappeared from sight around a building before hopping off the webbing to the street below, "A more worthy Prey…..finally." he said to himself.

Meanwhile, Spider-Man swung up the side of a building onto the rooftop, "We hope you liked the Spider transit line and hope that you choose us again for all your midtown rides." he jokes as he set the girl down onto the roof. Blake let out a breath she had been holding since he nearly ran into the building.

She looked at her rescuer once again, getting a better look at him. "Thank you….you saved me back there." she said gratefully.

The teen shrugged, "Eh, don't mention it. That guy didn't seem like the most sane person in the world, what did he want with you anyway?" he asked curiously. He had been on a patrol when he saw what was happening with the girl and the other guy, the raven haired girl looked down ashamed.

Blake paused for a moment, "His name is Kraven, he's a psychopath who hunts down and kills Faunus, he sometimes even takes their animal traits as trophies." she explained, making the teen's eyes widen. "From what I understand he's recently been targeting people within the White Fang, but I must have caught his attention." she

The White Fang used to be a peaceful coalition of Faunus who wanted change in the world for equal standing with Humans, however a more recent change in leadership led the once peaceful organization to become something more akin to a terrorist organization. However their presence in Vale was fairly low to be honest compared to other kingdoms, _And I'm going to take a wild guess and say she's a faunus that they're after._ he thought to himself, "So…well, my name is Spider-Man, can call me Spidey if you like, webhead, wallcrawler, are fine to, just not menace. I get that enough from a newspaper to me roll my eyes…..I just did but you can't tell because of the mask." he joked, bringing a small smile to the girl's face.

"I know who you are I just…..I honestly didn't think you were real." she said as she crossed her arms. Peter was somewhat surprised by that, the raven haired girl could tell he didn't know what she was talking about, "Spider-Man you're all every faunus around the world is talking about." she reiterated, making the teen's eyes widen, "When word got out that there a spider faunus swinging around a kingdom helping people regardless if they were human or faunus? It spread like wildfire." she explained.

The vigilante raised his hands and waved them, "Woah, woah, woah, look I'm really flattered but I'm not a faunus." he explained, making the girl's eyes widen, "I'm just a dude from Patch who stumbled backwards into some….abilities." he revealed, making the young woman in font of him frown slightly at the news. Peter suddenly felt bad, "Look, I'm sorry to burst your bubble….I mean I get why people would think that but closet thing I got in common with faunus is being badmouthed." he said as he pointed across the street to an advertisement banner.

On it was one of Peter's own pictures of Spider-Man with a large circle with a cross through it over his likeness, _'Tomorrow night, Lisa Lavender Interviews J. Jonah Jameson on the issue of the masked Vigilante Spider-Man. Tune in tomorrow!'_ the holographic banner read. "Not that I was invited or anything." Spider-Man said with a shrug.

"Doesn't make it right." Blake stated adamantly, "You should go there! Tell your side of the story." she said, causing the teen to fold his arms over his chest skeptically.

"Yeah that's brilliant, I'll go there, where I'll promptly be arrested for being a vigilante, and once I escape that will totally clear my name." he said sarcastically, making the girl frown. "Look I appreciate the thought, but if I did this because I wanted people to like me I would have given up by now." he said.

Blake didn't seem pleased with the reasoning but she seemed to accept it, "Do you know anywhere close by I could rest? Kraven can't keep this up forever, if I just find somewhere to lay low I think he'll move on eventually." she explained.

Spider-Man thought to himself for a moment, he'd grown up in Vale and knew the city like the back of his hand so he knew there wasn't any hotels nearby, however, "There's this F.E.A.S.T. shelter a couple blocks that way." he said, pointing behind Blake, "They're like super high end homeless shelters that help give back to the community, there's one in the Pound but that one can be overcrowded." he explained.

Blake let out a 'hmm' as she contemplated, a shelter would be an ideal place to hideout for the time being, she could escape into the horde of people coming and going. "Thank you. What about you?" she asked when she saw him hop over to the ledge in a crouch.

"What do you think? There's a crazy man out there who hunts Faunus, I can't let a guy like that roam around freely." he said before leaping from the building and shooting a webline and swinging away, leaving Blake on the rooftop while he searched for the hunter.

* * *

Cinder thumbed her way through the morning newspaper with little interest, she was sitting outside a small café in Vale with her tea ordered already and was simply passing the time. But she was somewhat irritated, Spider-Man's appearance hadn't been planned for, then again how could she have foreseen someone in red and blue tights swinging around the Kingdom of Vale? She had doubts that he could put any sort of dent in her plan, but he certainly could put a stall to it and that was something she couldn't allow. And dust forbid he actually find some way to set her plans awry.

 _These short term solutions won't work forever, eventually we'll run out of resources if he keeps beating them. And the last thing I want is asking HER for help with this, she entrusted me with this and I am not going to come running to her the first obstacle that comes my way._ She thought as she turned the page and found something interesting, on the page was a photo of Spider-Man battling someone in midair, she recognized him as Kraven Kane. If she remembered correctly he was a world famous hunter like his father, however while Kraven's prey was animals for the longest time he eventually moved on to Faunus.

When that was discovered by the public he had done for years, much to his own family's shock and disgust, Kraven became one of the most infamous humans to Faunus kind, almost to that of Schnee Dust Company, _I suppose it makes sense that he would hunt down this Spider-Man….hmmm, perhaps we can use this?_ she thought to herself with a small smile as her tea came in a small ceramic cup.

Tasting the liquid she found it to be not as warm as she likes, her fingers glowed a orange color and steam began to emanated from the tea, she took a sip and let out a satisfied sigh, "Much better." she said to herself before returning to the paper.

* * *

"Should have put the tracer on him." Peter said to himself as he sat at the dinner table with his pop tarts on a plate in front of him. He had spent a good part of two hours looking for Kraven but only came up empty handed, he hated the idea that someone like Kraven was in Vale possibly trying to kill someone like that girl from last night. _I got to find him and stop him as soon as I can._ Peter thought seriously.

"You look serious this morning. What's wrong?" Aunt May asked as she sat down across from her nephew, drawing him out of his thoughts as she rubbed the sleep out of her eyes, Aunt May looked like she just rolled out of bed with her dressed in pink stripped Pajamas.

Peter smiled at her, "Nothing, just couldn't figure out where you were and I was starting to get a little worried." he jested, making May chuckle as he took a bite of his pop tart. It was the last week of school before his month off for Summer Break, they mostly had exams or tests to do, however Peter's grades were so well that he was exempt for most of his tests. He just needed to finish one today and he'd be free for the rest of the week.

May gave him a soft smile, "Well maybe I was getting something ready for a special someone's who's birthday is tomorrow?" she teased. Peter however didn't seem interested, and May quickly noticed with a slight frown pulling at her lips. Every year Peter would get more and more excited as his birthday approached, but this year was different and she didn't need to be as smart as him to know why. She reached her hand out to his, "Sweetie….are you ok?" she asked.

Peter forced a smile, "I'm fine Aunt May. I just….I'm still kind of bummed about bombing that test last week." he said, not being entirely untruthful.

May reached her hand out to his, "Peter." she said firmly, the teen sighed, "I know that you miss Ben….but you and I both know above anything else he'd want us to be happy. And we both know that if he saw you moping the day before your birthday of all days?" she said before chuckling along with Peter. She leaned over the table and gave her nephew a kiss on the forehead before going to make her own breakfast, "So last night this new girl came into the F.E.A.S.T. shelter, she was no older than you were. Poor girl was so tired she all but collapsed on one of the beds." she said with a bemused tone.

Peter smirked, _At least the girl made it to her shelter then._ he thought positively as he finished eating. May had been a part of the F.E.A.S.T. shelter project for about two years now ever since it was founded. While it didn't pay as much as Peter would like, May got to help people everyday and he knew she was proud of it. _Hopefully her being there threw Kraven off her trail._ he thought as May retook her seat with a cup of coffee and a biscut.

"I also heard from Yang's father you ran into her yesterday." she said, giving the teen a wink which made Peter blush. He wasn't the most vocal about his and Yang's….whatever they had, but the last person he would talk about it was Aunt May if he could…..but he was cornered now. "So….it might not be my business-"

"Might?" Peter asked, making May sent him a look. "Sorry." he apologized.

"-but I've just been wondering if you two are…well…a thing?" she asked, the teen felt his cheeks warm. He honestly wasn't entirely talking to Aunt May about this subject, he would always go to Ben with his questions about romance and then ask May what she thought. But Yang was like no other girl he's ever met, or talked to for that matter, they were friends at the very least but he wanted more….

"No…." he said, May frowned a little, "I mean….I want that but….I don't know what she thinks of me, if she even thinks of me that way." he admitted before leaning back in his chair and running a hand up his face. "Never mind that she's going to Beacon, where there'll be an abundance of bigger, stronger, cooler, better looking guys who-" Aunt May tapped the rolled up newspaper against his head, stopping him.

"Peter Benjamin Parker not another word." she said sternly, "You're a smart young man who and anyone you choose to be with would be lucky to have you, you hear me?" she ask, raising the paper again as a threat against the teen. Peter nodded his head like a bobblehead at her words, May rubbed the bridge of her nose, "Peter honey, you can't compare yourself to other people, all you'll do is either feel pity for yourself or preeminence, and neither of those will do you any good. Be the best 'you' that you can be. And before you know it, you'll have a young lady on your arm in no time." she said as she gave him a wink.

Peter smiled at her words, "Yes ma'am." he agreed, making his aunt smile with satisfaction before taking another drink of her coffee as Peter finished his food. "Anyway, last day at school. I'll see you when I get home…..oh and if someone were to make wheat cakes for tomorrow, I'm not saying who, just talking out loud here, I'd love them forever." he said without a hint of subtlety as he walked out the door while May snickered to herself.

As she sat and drank her coffee, she set it down as she realized something, "Shoot, I forgot to tell him about the new neighbors." she said to herself before resuming to drink her tea.

* * *

The last day of school went off…..normally, well as normal as Peter could hope for if he was honest. He completed his test early and left while Kong and Flash were left sweating bullets, all that was left for him to do today was to swing but the Bugle and pick up his check for the Photos he sent to Jonah last night for the morning print. As he exited the elevator, he made his way towards Jonah's office where Betty was stationed outside of, however when she saw him approaching she waved him down, "Pete! Not a good time!" she whispered/shouted at him.

"Why? What's-"

"BIAS VIEWPOINT!? I'D GO AFTER THAT WALL CRAWLER IF HE WAS MY WIFE'S BROTHER! I DON'T CARE ABOUT HIS SPECIES!" Jonah shouted from behind the door so loudly that both Peter and Betty had to cover their ears with the latter's wolf ears getting worse punishment.

The teen picked the insides of his ears to try and subdue the ringing, "-got him all worked up now?" he finished.

Betty dug into her desk in search for a pair of earplugs she kept for occasions like this for both sets of her ears, "Well those pics you got of Kraven in Spidey? Since it's that psychopath hunting him, Vale News Network is worried that the Bugle has shown to have a stigma against Faunus and that's why all the bad press for Spider-Man." she explained as she found some earplugs and set them inside her ears so that Jonah's yelling wouldn't deafen her.

"Ok two things; One, do you have a spare set of those?" Peter asked as he pointed at her ears. She shook her head, "Crap. Ok number two, does this mean Jonah won't get his time on air tonight?" he asked, secretly hoping that this might stifle Jonah's boisterous nature for at least tonight.

"Your asking that is it possible for someone to stifle Jonah?" the assistant asked in a flat tone. Peter opened his mouth to speak, but closed it when he realized it was a trick question, "Honestly Jonah should be going after that sicko Kraven…I was in middle school when I heard about what he'd been doing to Faunus. Hunting them…us like a sport." she said in a disgusted tone as her tail swept around her ears folded back against the top of her head.

Peter frowned, he breezed over some research about Kraven when he got home, from what he read he was one of those disturbed kids growing up who used to kill animals in his backward for fun…..and then proceeded to take it a step further….and then another step. And it didn't help that his family just denied the problem even existed, "So Betty….how well known is Spidey to Faunus?" he asked, making her ears perk back up, "Not that I think you'd know because…..I mean I heard that….please don't hate me." he asked, not meaning to sound bigoted.

Betty smiled, "Your good Pete. And honestly? Everyone talks about him, mainly we try and guess what his trait is." she explained with a shrug as she went back to typing, "You might want to stay out here until Jonah cools it, could be a while though." she said, her ears bending slightly as she frowned.

Peter crossed his arms as e leaned up against Betty's desk, _I didn't know that people thought that way…..should I set the record straight? I mean it's nice that some people are on my side but…it kind of feels wrong._ he thought to himself before the door to Jonah's office swung open with the Publisher storming out. "Oh no." Peter whispered.

"Of all the stupid-ROBBIE GET OVER HERE!" Jonah shouted before turning his attention to Peter, "And you! What were you thinking taking those pictures!?" he demanded.

"I was thinking you'd kill me if I didn't get them sir." Peter replied.

"….good point. Betty pay the kid." he said with a wave of his hand as Robbie approached, "Robbie I need you to update the posters to 'Kraven the Hunter! Most Dangerous Game Hunter!' " he said as he waved his arm out as he picture the placement of the words on a banner. However Robbie and Betty both looked unsure.

"Jonah….think this though. You know what happened to the guys who revealed Kraven's crimes right?" Robbie asked with his arms folded across his chest.

Peter leaned over Betty's desk and held his hand up to the side of his mouth to direct his whisper, "What happened to the last guys?" he asked. Betty made a slitting gesture across her neck, making Peter gulp before handing him his check. The teen looked down at the paper, _Well I could just ignore the fact that my boss, who criticizes my secret identity at every turn, is in mortal danger because he wants to badmouth Kraven instead of me now. Or I can just ignore all this likea rational person would do and go cash this check and buy myself something for my birthday….crap._

* * *

"Should have cashed the check Peter. Now look at you, sitting on the roof of Vale News Network building waiting for Kraven to show up because he's a crazy guy who kills anyone who talks bad things about him." He said dryly to himself as he sat off the ledge of the rooftop, his hands supporting the underside of his head as he tiredly looking down over the side. Against what he would like to call his better judgement, he had indeed decided to stake out the interview with Jonah about both his view in Spider-Man and Kraven.

Peter groaned as he pulled his scroll out of his boot and tuned into the broadcast, as much as he didn't want to he needed to watch just in case Kraven bypassed him and went for Jonah. On the screen, Lisa Lavender sat across from Jonah with a picture of Peter's mask behind them on the screen, _'-not because he may or may not be a faunus I assure you. The Daily Bugle has never and will never publish any bigoted remarks while I'm publisher I assure you Ms. Lavender.'_ Jonah said to the newswoman.

 _'That's great to hear Mr. Jameson, however I do feel I should ask why does your paper have such a negative view on the wallcrawler? He's been cited for being instruamental in the capture of dangerousmen like the Vulture, Flint Marko the Sandman, and the internationally known criminal the Chameleon.'_ the reporter asked the newspaper publisher curiously.

Jonah frowned, _'It's exactly because of that! How do we know that this masked menace isn't one of these dangerous men himself?! He swings around the city in mask, imprisoning people he deems criminals!'_ Jonah said, making Peter groan again.

"Give me a break picklepuss I'm doing my-" he started before his sixth sense rang out behind him. He lurched forward onto the side of the building just as a machete slashed at where his head had just been. Turning around he saw Kraven leap down over the ledge after him.

"Finally!" Kraven exclaimed as he tackled the vigilante off the wall and down the side of the building, "I knew from your past exploits that you wouldn't let any harm befall anyone, even such a boggart as this Jameson!" the hunter proclaimed as he slid the handle of the machete around in his palm so it was reversed and poised to strike at the teen's head before Spider-Man shot a webline to the building. The abrupt stop caused Kraven to go flying off him down towards the pavement twenty stories down.

"You need to get a better grip dude!" Spider-Man shouted as he connected a thread to Kraven's feet. As the hunter swung back towards the building however he quickly retrieved a knife from his vest and sliced through the webbing, flipping himself through the air so he went feet first through the window. "Please don't tell me that I just delivered Kraven right to-"

"WHO DO YOU THINK YOU ARE YOU LUNATIC! I'LL GIVE YOU TO THE COUNT OF ONE TO GET OUT OF THIS INTERVIEW! FIVE! THREE!" Jonah's voice screamed out from the broken window as Spider-Man dropped from the wall and connected two weblines to the glass above the window and swung inside the building after Kraven, kicking the hunter across the set and into the wall. Looking around he saw that the crew had mostly disbursed from the room except for a few brave people who continued to show what was going on.

"Sorryforinterruptingijustgottatakecareofcrazypants!" Spider-Man said quickly to the two before Kraven sent a dagger at him. The teen intercepted the weapon in midair with a webline as Jonah regained his senses.

"You! You wall crawling idiot! Get him out of here!" he shouted as Kraven threw another knife, this one aimed at Jonah. The Publisher raised his arms to defend himself, hoping that there wouldn't be any major damage, but just before the knife struck him, he was pulled up by the back of his jacket by Spider-Man, leaping up to the ceiling with Jonah in his hand. "Unhand me you-MMPH!" he stopped as Spider-Man sprayed a glob over his mouth and then proceeding to stick him to the ceiling by webbing.

Peter couldn't help but smile under his mask, _Oh god that felt so, so, so, satisfying._ he thought before turning his attention back to Kraven in the middle of the stage as he drew out his collapsible spear, "Ok it's not my place to ask but, why are you just using blades when actual hunters use….you know…..guns?" he asked as Kraven lunged at him, Spider-Man launched frim the wall past raven to the floor, spinning a web at Kraven's back and slamming him down onto the floor. "I'm just saying no one uses a spear anymore unless it's also a gun!"

As the two continued to fight, Lisa Lavender peeked up from behind the control board and looked over to the camera woman, "Tell me your getting this." she said.

* * *

 **Meanwhile on Patch.**

Ruby Rose flipped through the channels with a bored expression from her stretched out place on the couch. The day had been spent at school with her taking her finals for the year, "Ugghhhh, why is there never anything good on except re-runs?" she asked herself as she flipped through the channel. "Seen it, seen it, that guy dies at the end, they get together tough I don't know why, ugh, that fanbase is so toxic." she stated aloud with each show she passed. Her thumb brushed against the number pad and typed the news channel in.

As she readied to resume flipping, she stopped when the projection showed Spider-Man punch some guy in the face, _"What did the five fingers say to the face? SLAP!"_ the vigilante shouted as the hunter swiped the spear out, the vigilante ducked as Kraven drought it back at the teen's legs. He felt the attack and backflipped, striking the underside of Kraven's chin and, making him stumble back and he threw the spear, the tip just grazing the teen's shoulder as he landed on all fours. _"Gah! Hey I didn't mess with your stupid costume! Don't mess with mine!"_ the spider spout out as Kraven let out a growl of frustration before charging the teen and kneeing him in the head.

Ruby's jaw dropped along with the remote, "Holy cats! YANG!" she said as she ran up the stairs before turning back down to make sure this was recording. A few seconds later the elder sibling was dragged down the stairs by her sister and thrown onto the couch, somewhat frazzled by her sister's sudden intrusion.

"Ruby! I was-"

"SHHHHH! Look!" she said in an excited whisper as she pointed to the projection just as Spider-Man pulled himself up into the air by a webline and swung around the studio with it while dodging shuriken from Kraven.

Yang immediately became invested, "Woah is this real?!" she asked, Ruby bobbed her head back in forth as the red and blue vigilante swung down and kicked Kraven into one of the chairs. The hunter rolled upright and grabbed onto the chair and bashed it into the teen, "Ooooh!" Yang winced as the vigilante shook off the blow.

 _"I apricate the seat but I'll stand, thanks."_ he replied, causing Yang to snicker. She wasn't the biggest fan of Spider-Man, that title went to Ruby, but she did think he was funny at least. She only had a brief interaction with him from when that Doc Ock guy a few weeks back, and while she would have loved to get in on that fight, she had no idea how she would fight someone where there was no ground for her to plant herself on like under the pier.

The two on the projection suddenly nearly knocked the camera over, the sudden spin taking both the sisters out of the moment before it stopped on Kraven holding the camerawoman up by her neck with Spider-Man a few feet away, the two sisters felt a sense of dread enter their stomachs, this wasn't a tv show this was really going on. _"You're a worthy prey Spider, but like all members of the animal kingdom you have a flaw. You don't focus on me, you focus on those around you."_ Kraven said before turning and throwing the woman out the broken window that he came from!

"NO!" Ruby, Yang, and Spider-Man all seemed to shout at once, the hero took off as Kraven turned with a knife in his hand, he turned on his heel and faced the vigilante as he ran towards the window behind him. He thrust the knife out as the teen neared but Spider-Man leapt, clasping his hands together over his head and then bashing them into the back of Kraven's head and summersaulting forward onto ground as Kraven fell and pounced forward toward out the window.

Yang felt her breath hitch in her throat, she looked over at Ruby and saw the scared look she had and immediately wanted to grab the remote and change the channel. But she couldn't….and so they waited on baited breath for what seemed like an hour but in truth was only minutes, until Spider-Man's head peeked in through the window.

The woman in his arms clinging desperately too him, _"It's ok, I got you. We're back inside."_ he said gently as he set her down onto the ground, but she refused to let go. She kept thanking him, over and over until he gently pried her hadns off him. Yang let out the air in her lungs in a giant heave, relief flooding her as Ruby fell back against the couch.

"That was so cool….." Ruby said in awe, Yang couldn't help but nod as the newswoman, Lisa Lavender walked over and helped the camerawoman up as a few crewman came over. Spider-Man meanwhile walked over to Kraven and poked him with the tip of his boot.

They sisters could barely hear him groan before the vigilante covered him with webbing to trap him in place, as he began to walk away he looked up at the ceiling, _"Hey I know you! You're that J. Jonah. Jameson guy who writes mean things about me in the paper!"_ he said as though he finally recognized him, Jonah let out what Yang could only assume were some unkind words but they were muffled from the webbing in his mouth, _"What's that? I think you may have something over your mouth…..well anyway keep it up! I love the paper, especially the pictures they get my good side. See ya."_ he said as he leapt to the window frame just as the camera began to move again.

 _"Wait!"_ Lisa Lavender stopped him, the vigilante turned in the window frame to her, _"Are you-I just…."_ she regained herself, straightening her posture and calmed herself down before speaking, _"Spider-Man, would you be willing to answer a few questions?"_ she asked politely.

The vigilante seemed to consider it for a moment, _"Sorry I just….first time someone asked me that…um, sure. Yeah."_ he said, fully turning around but still crouching in the window still.

Lisa Lavender looked ecstatic, _"Ok, first question. As I'm sure you're aware most of the world thinks that Faunus are-"_ she stopped when he held his hands up.

 _"Um, look I need to clarify something right off the bat. I'm not a faunus despite what some people think. Though I can hardly blame them I named myself Spider-Man for crying out loud."_ he said with a shrug, surprising the reporter as he rubbed the back of his head. _"So no, not a faunus, I just kind a stumbled backwards into my powers and just use them to help people."_ he explained. Ruby smiled widely at his answer, he sounded like a superhero from a comic book!

Lisa looked confused, _"But….why? I mean, you have to admit that there must be better ways, why not become a Huntsmen? Why wear a colorful costume? Why do any of this?"_ she asked.

The vigilante was quiet for a minute, _"Well….when I first found out I could do…well, whatever a spider can. I didn't think of that, I just thought of myself and….when you can do things I can do….but then you choose how when to, and when not to use them? People get hurt, people I care about."_ he began, thinking of his uncle. _"And yeah I might be able to be a huntsmen, I'd probably make a living doing it to but….that's not the point. I mean look at Kraven."_ he said as he pointed at the hunter, _"I found him last night hunting this innocent Faunus girl. I didn't stop him because there was a job for it, or because I thought I'd get a reward or anything, I did it because if I just stood by and let it happen then that girl could have been killed, or you, on Picklepuss there."_ he said, the camera looking at Jonah who looked ready to chew through the webbing to talk.

Yang looked over at her sister and saw her in utter awe, _Right on man…..right on._ the blonde thought to herself with a smirk before turning her attention back to the projector.

 _"As for the costume….if crazy cat man over there found out who I am? He'd go after people I care about to get to me, just like he tossed that poor girl out the window…is she ok? The girl I mean?"_ he asked with some concern.

Lisa smiled and nodded, _"Yes she's perfectly fine…..and thank you, that's all the questions I had."_ she said gratefully.

 _"Good because the cops just showed up and I'm betting they are not fans of the show. See you on the news!"_ he said before leaping out the window and swinging away.

Ruby was now the farthest thing from bored.

* * *

Peter woke up the next morning feeling a little sore, while Kraven wasn't Doc Ock he still had a mean kick. "I have got to learn how to fight properly." he said to himself as he looked at the small cut from Kraven's knife before getting dressed. When it came to combat, Peter's only knowledge was from experience, and while it was limited he learned a lot in his short time. Just as he pulled his shirt down over his head, Aunt May knocked at his door.

"Peter are you up?" she asked through the door.

"Yes Aunt May, I'll be down in a minute." he called back, he heard Aunt May walk away from his door. Finishing getting dressed, he quickly brushed his teeth before descending down the stairs, "So Aunt May I-"

"SURPRISE!" Peter nearly jumped at the collected voices, collected in the living room was Yang, Ruby, Harry, and Aunt May, all of them wearing small party hats on top of their heads.

"I…what?" Peter asked as a smile spread across his face, Aunt May approached him and embraced him.

"Happy birthday Peter." she said as she fastened a party hat with the number sixteen on it to his head, much to Peter's amusement as Harry walked up and patted him on his shoulder in congratulation while Ruby gave him a hug as well, followed by Yang.

"Yang and Ruby called me yesterday and told me they knew your birthday was today and wanted to do a little something." Aunt May explained, the teen looked at the sisters and smiled gratefully at them, he didn't expect them to go this far just to cheer him up. "Now then, I have cake and Wheatcakes. I know which one you'll want." she said with a knowing smile as Peter rubbed his hands together with anticipation.

Ruby let out an excited sound as Aunt May led them into the kitchen while Peter fallowed them, Harry wrapped his arm around his shoulder, "Big one six Pete. Congrats, two more and we'll be out of high school." he said positively, making Peter smile as he fallowed the others into the kitchen. Before Peter entered, he looked at the wall beside the doorway where a photograph hung of him, Uncle Ben, and Aunt May.

 _…I'm sorry Uncle Ben….it's my fault your not here to see this….first party with friends._ he thought sadly before entering the kitchen and leaning against the doorway as Ruby eyed the wheatcakes with a curious look.

The party was short, and the gifts were unexpected, Harry had gotten him a new scroll much to Peter's slight irritation but accepted it with a knowing smirk that the Osborn heir shared before fist bumping. Ruby had given him something he didn't expect, a new backpack, "I uhh…..I don't know what guys like…." she explained as she handed him the single strap bag that was black in color.

Peter however smiled, "Ruby it's perfect, I've been needing a new one anyone, my old one was getting to small for my stuff." he said truthfully, making the girl smile in relief before hugging him again. He looked to the plate of wheatcakes that his aunt had made, "You want to try some?" he asked, nodding to the food.

The scythe wielder stroked her chin with the side of her finger in consideration, she couldn't deny that the odd food interested her, and Peter seemed to like them alright, "Oh please dear! Your more than free to have some." she said as she readied her a plate of food to try while Harry finished eating his slice of cake and leaned back in hi seat to savor it.

Peter and Yang waited as the young Rose cut off a piece of the strange flapjack and took a bite, her silver eyes widened, "It's like a pancake that has oats and they fall apart in your mouth and it's soooo good!" she said to her sister before taking another bite.

Aunt May smiled proudly as she set down some syrup on the table, "Try it with this dear." she said, Ruby instantly pouring the sweet substance onto the food as May patted her head, "Honey if you ever want some sweets like this or a homecooked meal? Feel free to come over any time." she said said before directing her attention to Yang, "That goes for you too, give me a call and I'll have Peter drop off some goods for you at Beacon." she said, making the Blonde smile sweetly at the woman.

As Ruby ate, Peter noticed Yang retreat back into the living room, he fallowed her as she sat down on the couch with a wistful look on her face. She felt she was being watched and turned her head to him, she gave him a smile, "Your Aunt is really cool." she said as Peter took a seat beside her. "She actually reminds me of Ruby's mom a lot…..well if your aunt could slay giant monsters. Mom made awesome cookies." she explained with pride.

Peter noticed the fond look in the brawler's eyes, "…..I miss my uncle." he admitted, there was no way he would bring it up in front of May, the last thing she needed was to be reminded of Uncle Ben right now.

Yang slowly nodded, "Yeah…..your Aunt showed me and Ruby some pictures while you were still up there." she said, making Peter's eyes widen. He really hope there wasn't anything embarrassing she saw. "Your Uncle was always smiling…..and I think he wouldn't want you to be sad today." she assured, bumping her elbow against his.

 _But it's my fault he's dead._ Peter automatically thought before he could stop himself, he leaned back against the couch. "Yeah…..Aunt May said the same thing." he said, thinking of their conversation yesterday. He took a breath, "First birthday down…..that's the hardest right?" he asked, the blonde nodded with a supportive smile.

She placed a hand on his shoulder, "For what it's worth, I think your doing real good." she said, placing her hand on his shoulder. Peter then felt something soft and warm pressing to his cheek, he turned to see Yang pull back with a sweet smile before standing up, "Come on, I want to try some of those wheat cakes now too…..hopefully Ruby hasn't eaten all of them." she said as she walked into the kitchen.

Peter grinned to himself before going to join Yang, once he realized that the two sisters might eat the rest of his birthday food.

* * *

 **AN: Kraven was hard to figure out this chapter, I thought of making him a faunus but even then I wasn't sure what to make him. However I also felt that having him on the side of animal people wouldn't be fitting for a hunter of all people. So I went a little…..twisted.**

 **I figure it's like those guys who are mentally disturbed with violent tendencies who don't get help at a young age and start killing animals. Except Kraven just moves onto bigger and bigger animals until her gets to Faunus.**

 **And to clear any confusion, Peter, Yang, Ruby, and Harry didn't have tests that day, the day before wasn't the last day of school that I skipped over or anything. Just wanted to clear that away real quick.**

 **And before anyone asks, yes, I got my Infinity War tickets, what do you take me for? Also just because Yang gave him a little birthday peck on the cheek doesn't mean they're dating, just to clarify.**

 **Anyway, until next time you True Believers!**


	5. Chapter 5 (Resurgence)

**Resurgence**

 **Guest 1: I actually know feast and that from the comics…..back in the dark age of spider-man right after One More Day…..but good news is that the new game has a official release! Bad news….it's five months away as of now.**

 **Dr4g0nb411z: Nice catch! And your damn right Pyrrha is a good looking redhead, I mean have you seen her? I really hope we see her family at one point, possibly next volume since the group can't get into Atlas and are kinda….well….stuck in Haven. Maybe a certain two girls *COUGH COUGH, BLAKE AND YANG, COUGH COUGH* will talk things through.**

 **AnimeKing6: I had been unsure of how to integrate Kraven into the story, and since he was one of Spidey's earliest villains I knew I had to get him in here. But you put the final piece in place so I have to thank you for that….also shocker was in the first chapter.**

 **awesomerebel55: He's gotta get one once in a while.**

 **Atom king: …yeah the guy who hunts people is clearly sane lol. But tbh the only good story is his end, I mean Grim Hunt was cool too but that's only because it gave every member of the sinister six time to shine.**

 **Rnji: Awww thank you! And yeah I got mine the day after they went on sale, didn't realize they were until I saw the trailer again.**

 **treyalexander63917: Yeah I got to be honest I picked F.E.A.S.T. because it's the only memorable job that Aunt May had, I mean I think she used her house as an inn at one point? But other than that? Nothing jumps to mind.**

 **Michel: I've gotten the grammar error review a lot, I'm trying to improve on that however I know how jarring that can be. And Harry's hoodie kind of is actually, in fact if you notice in Spectacular Spider-Man, all the football players wear green as a visual cue since Red and green are opposite colors. And yeah I love mixing fanfics and the show they're based off of together.**

 **Shadow-Proclamation: When Peter does meet Pyrrha, not saying she's his neighbor, she'll blow his mind.**

* * *

The last day of school for peter had been surprisingly pleasant, after finishing his exams for the day, he decided to wait until Harry finished his before heading home. Today was his exam for Mr. Slott, he had been helping Harry with studying for the exam but his friend still seemed unsure about his odds. But as the bell for the final period rang ad Harry exited the classroom he was smiling, "So….how'd it go?" he asked hesitantly.

Harry walked over and patted him on the shoulder, "Awesome! I knew exactly what to do! Pete man, you're a live saver." he praised, the secret vigilante smiling at his friends words. Before he could reply however, Flash shoved his way between them, knocking both of them aside.

"Watch it Parker." he spat as Kong fallowed behind him, the quarterback approached his locker as Kong stood beside him and waited. That was when Peter noticed the shirt that Kong wore, well more specifically what was on the shirt's front. It was his face, well Spider-Man's face, right in the center against a blue background. As Flash turned from his locker he revealed a similar Spider-Man themed shirt with his spider in the center but bigger, he noticed Parker's confused look, "Got something to say Parker?" he asked, apparently sore about his exam.

He pointed at the shirts, "Where on Remnant did you two get those?" he asked, he was aware that his 'fame' had spread across the world after his impromptu interview with Lisa Lavender.

Flash beamed with pride, "Jealous Parker?" he asked, Peter rolled his eyes in response, "This shop was selling them near the docks, they're selling fast too. Not surprising, it's Spidey." Flash said proudly. Peter felt like his world was just turned upside down, Flash Thompson and Kenny Kong, were fans of Spider-Man?

"I…I don't know if I should laugh or cry." he said to himself, making Flash glare at him.

"What you got against Spidey Parker? He's awesome! He saved my but when that Cole guy went nuts." he boasted, Peter frowning as he recalled Clayton's miniature rampage.

He turned and walked away with Harry as Flash went back to emptying his locker, "Well that was….weird." Harry stated with a confused manner. "I was pretty sure Flash's hero was the guy he saw in the mirror every morning." he joked, making his friend chuckle as they entered the stairwell and walked down to the ground floor.

"Well hopefully I'll be able to avoid him over summer break. Oh wait, I live right down the street from him, silly me." Peter said sarcastically, in truth Flash didn't bug him as much during vacation as much as he did in school. As they walked out of the school into the pavilion, Harry saw something out on the curb that made him groan, "Um….Harry, why's your dad here?" he asked.

Parked at the curb outside the school was a limousine with Harry's dad standing beside it waiting for his son, Harry quickly walked up to his dad with a flushed look, "Dad what are you doing here?" he quickly asked.

The scientist stood a good half foot over his son's head in his business suit, "It's the last day of school, I wanted to come pick you up," he explained with a shrug and a smile. Harry bushed with embarrassment as Peter stood off, not escaping Norman's gaze, "You must be Peter Parker, it's nice to finally meet you, Harry's told me a lot about you." he said as he held his hand out to the teen which Peter immediately shook.

"You too Mr. Osborn." Peter greeted politely with a smile, Harry had talked about while his father was a very busy man he still tried to make time for his son when he could.

The man gave Peter a nod, "Harry tells me that you've been helping him study for his science exam, I just wanted to thank you for taking the time to help him when I couldn't." he said gratefully, causing Harry to pat his friend on the shoulder as he beamed.

"I'm pretty sure I Aced it." he boasted.

Norman smirked at his son's confidence, "Says the one who was so nervous he was wondering why the toaster was taking so long." he reminded his son, causing Peter to cover his mouth to hold back a snicker as Harry frowned before Norman put a hand on his shoulder. "Nevertheless, I was thinking we should celebrate. Peter if you want you're free to join us." he invited, Harry nodding in agreement.

"Sorry Mr. Osborn, I got some errands I need to run." he apologized, turning down the man's offer politely.

Noman shook his head, "Don't apologize Peter, I never do." he said, opening the door to the limo for his son to enter as the rest of school started emptying out. As they drove off, Peter smiled, Mr. Osborn seemed like a really nice guy.

 _Alright, school's over for the next month….what's a teenager with Spider powers to do…..duh._ he thought as he took off towards the nearest secluded area to change. Crossing the street he entered an alleyway, passing through a wooden gate between the buildings and kicking it shut behind him. It was the perfect spot near the school, there were no windows on either wall so no one could spot him in the dead end alley, only thing that was there was a garbage chute and a dumpster.

Slipping his webshooters onto his wrists he disrobed and placed his clothes on the ground before slipping into his costume's pants and torso and then his gloves. The new bag that Ruby had gotten him was more roomier than his old backpack so he had more than enough room for his costume, "I really should send a thank you to her and Yang…" he said to himself as a blush crept onto his face, thinking back to Yang's small display of affection.

 _It's a peck on the cheek Parker, nothing to brag about. I mean May does that and-I'm stopping that train of thought so I'm not scarred for life._ he thought to himself, pulling his mask down over his head and slipping his backpack over his shoulders. Leaping up onto the wall he crawled up the side towards the top, "Man thank goodness the costume isn't so thick that my hands and feet can't stick to anything." he said aloud. One thing he discovered when he first gained his abilities was that while he could stick to walls with clothing over his body the more he had on the harder it was.

As he continued to scale the wall he couldn't help but think back to Flash and Kong, _I can't believe it, Flash Thompson is a fan of Spider-Man. God that is such delicious irony! Oh man if he found out? Honestly that would make it worth getting outed, seeing the look on those two's faces._ he though as he angled himself to the corner of the building and leapt out, shooting a line to swing from.

"WHOOOOOHOOOOO!" he cheered, swinging underneath the railway and over the students as they walked out from the school, a few of them pointing up and taking pictures with their scrolls. "Hello tiny people getting smaller!" he shouted as he swung over the railway and leapt off the end as a train passed, landing on the roof and heading into town.

As he rode through the Kingdom of Vale, Peter laid back against the roof of the train and looked up at the sky. For the past few days, Spider-Man had been the talk of the town due to his interview with Lisa Lavender, thankfully there wasn't any backlash from him outing himself as not being a Faunus. Some people were disappointed but he would take that over more people calling him a liar like some people did after he saved them. "Help! He took my purse!" speaking of which.

Peter rolled onto his hands and sprung off the train, throwing out a webline and swinging in the direction of the cry for help, he saw a man with a bag running at full sprint across the road. Sprinting across the road, the thief felt something pull at his leg and trip him, he fell forward towards the ground but just as he was about to kiss the pavement he was yanked upside down into the air. "What the-?! Help!" he cried out as he swung his arms to try and free himself from the web that snagged his foot, dropping the purse in progress.

Spider-Man shook his head from atop the streetlamp, "Buddy everyone just saw you rob her, you think anyone is going to help you?" he asked as the woman ran over and grabbed her bag and checked the contents to make sure everything was inside. "Well my work here is done." he said proudly before jumping off the streetlamp and swinging away.

As he reached out to let out another webline, he pressed on the stud in his palm only for nothing to come out, Peter shifted his weight to change the angle of his swing and landed on a rooftop, as he changed out his cartridges he realized something, with the school closed he wouldn't have access to the chemicals he needed to produce his web fluid! "Crap! And next semester I don't have Chemistry." he realized. "This is the last batch I made, better use it sparingly." he said o himself as he exchanged the web fluid, leaving a few full cartages on his belt for later before leaping off the rooftop and swinging away.

He soon arrived at the Daily Bugle's rooftop, entering through the roof access door he went down to the main offices, however when he went inside Jonah's office…..

"What do you mean you don't want pictures of Spider-Man?" Peter asked Jonah is disbelief, he had arrived at the bugle and entered Jonah's office to offer his services. Unfortunately Jonah was not in the mood.

"I MEAN I DON'T WANT ANY! NOW GET OUT!" Jonah shouted as he pointed at the door that Peter was slowly backing into. Quickly slipping out and into the newsroom he closed the door behind him, he looked over to the desk beside the door and saw Betty shake her head sympathetically.

"What?" he asked.

She took a sip of the cup on her desk, "Jonah's been like this since the interview. I was gonna tell you not to go in but by the time I got back to my desk you were already in there." she explained as Peter ran his hand over his face. He expected Jonah to be at least a little grateful he saved his ass but instead he seemed even more mad then before. Which he didn't think was physically possible for a man Jonah's age.

"Well is Robbie around? I need money, and nothing is free…..not even happiness." he said, making Betty snicker a little before her desk phone rang.

"Robbie's busy downstairs in the mill, he'll be down there until closing. Sorry Pete." she said before answering the Phone, "This is Mr. Jameson's assistant, how may I help you?" she asked as Peter threw his hands up and began to walk away. "Jonah is busy right now Ben I can-wait you need what?" she asked, reaching out at Peter as he walked past her desk and tugging back on his shirt, making him turn to her, "A photographer? Phil is covering something else but I know a good freelancer….Parker, he gets pics of Spider-Man." she explained, the teen leaned on her desk in anticipation as she rested her elbow on it before smiling, "Great!" she said before hanging up and turning to Peter, "Ben Uric needs a photographer, he's a shop that was robbed last night on 17th and Chelsea." she informed him, causing Peter to beam at her.

"Betty I could kiss you." he exclaimed before running off, the secretary waving him off with a smile as he made his way towards the elevator. As the elevator carried him down through the building he pulled out his scroll, _Ben Urich….I know I read that name before._ he thought as he opened the Daily Bugle's webpage and began to search for an article by the reporter.

He found one titled, _'The Inner Demons Disappear!'_ the headline read, Peter remembered them, they were a gang that had troubled the Kingdom for a while before they suddenly disappeared almost instantly a few years ago. _Oh yeah I remember that, they were this big criminal gang spread throughout the Kingdom and they all disappeared in like a week or something._ he thought to himself as he sped read the article. Stepping out of the elevator he walked through the lobby and out onto the sidewalk, _Since I'm low on webbing I shouldn't swing until I find the right chemicals to make more web fluid. Thankfully I live in Vale._ "Taxi!" he called out to one of the cabs as they drove past.

* * *

Harry sat back in the Limo with a satisfied look on his face, "Thanks again for taking me out for lunch dad." he said gratefully, his father sitting across the Limo from him as he browed his scroll.

Norman smiled, "Of course Harry…." he said as he put his scroll down and focused on his son, "I need to stop somewhere but Lawrence will take you home." he explained, his yes darting to the briefcase in the seat next to him where his latest project had been stored. His new partners had commissioned and funded his work for this piece of equipment and had just finished it today, however the last thing he wanted or needed was his son tagging along.

"Alright dad…..does this have to do with….you know…Alchemax?" his son asked shyly, knowing that what he referred to was not usually openly discussed between father and son. Norman had aspirations to get higher up in the company, as in the CEO's chair, and at the rate he was going he most likely would….in a few decades. But Norman Osborne was not the most patient man when it came to these matters.

Norman however briefly smirked, "It's perfectly fine to ask Harry…..in a sense it is." he began, "I'm surprised your interested." he added, his son had never shown real interest in the sciences. Not that he could blame him, not everyone had an acute mind such as his.

Harry shrugged, "You've been working a lot lately, I was thinking you might have made a breakthrough or something." he said offhandedly.

"I might have….we can talk later Harry, this is my stop." he said as the limo pulled to a stop outside a storage depot. "I'll be home at the usual time." he said before exiting the Limo and leaving Harry inside. His son waved him farewell as Norman closed the door, the long car driving off as he entered the depot and made his way towards one of buildings. Approaching the entrance, he opened the door and walked inside where a few men in black suits and red ties where waiting, with their boss, Roman Torchwick standing by with a anxious looking dark skinned man.

"Can we get this over with? I got places I need to be." Roman said impatiently as Norman walked to the fold up table in front of him and the man beside him with Osborn on the other side. The scientist lifted his briefcase up onto the desk and opened the lid, inside the case was a yellow suit with a quilted pattern.

"The padding is weaved to absorb the shockwaves generated from the gauntlets and redistribute them throughout the suit." Norman began as Herman reached in and took out the new suit, the upper portion was the quilted pattern that covered up to the neck and the hands completely, the midsection had brown pouches containing power batteries across the abdominals, with matching cargo pants. The Gauntlets had been significantly upgraded as well, now with metal gloves that contorted to the user's fingers, and the shock gauntlets being a bit bulkier and extending up the entire arm, "The Gauntlets were easy to improve, they now have ten times the force behind them and can fire projectile waves of energy, you could smash a tank if you wanted to." Norman added as Herman grinned.

"Oh hell yeah." he said excitedly as Roman reached inside, pulling out a metallic helmet with a brown, triangular top with yellow across the eyes and nose, and the jaw and mouth being black colored. There was also a harness inside with cones that were to be placed on the shoulders.

"These have hydraulics in them, otherwise you wouldn't be able to move your arms." Norman explained, gesturing to the harness. Herman placed the suit components back into the case and closed it shut before taking it while Norman turned to Roman, "Do you have it?" he asked, the career criminal sighed before reaching into his coat and retrieving a file and handing it to Norman.

"Gotta say, kind of weird that you want dirt on some of your bosses instead of some cash. Or dust….we got a lot of dust." he said, gesturing to the containers around them. His fruitful endeavors in robbery had stocked the warehouse up substantially, they had a few more that needed to be filled however so his work was far from over.

Norman looked at Roman with little interest, "Money is a means to a end Mr. Torchwick, this file however? Well it gives me more power then any amount of money could." he explained as he held it under his arm. "Tell our mutual friend that I'm currently working on something with our Bio department, it should cause plenty of chaos for your pest problem if this falls through." he explained before making his way out of the warehouse, "Now if you'll excuse me I need to put this information to good use."

As Norman left Roman heard the distinct clinking of heels against the concrete, turning he saw Cinder approach him, "So why exactly is brainchild like Osborn working with us?" he asked, not understanding as to why someone like that would seek their help.

Cinder walked around him, looking at the door that Norman left, "Norman has bigger aspirations for his lot in life than a scientist at Alchemax. We promised to provide means to get it for him, he provides us with…assets we can use." she explained carefully, not completely filling Roman in on the details of the arrangement. At first she thought bringing someone like Norman in was a bit too much for a simple pest problem like Spider-Man, however if he succeeded in getting what he wanted it would make him a powerful pawn to have in their game. Not to mention having access to someone who could turn a common street thug like Herman into a force to be reckoned with clearly was beneficial to her organization. "Now get ready, the next Dust store won't rob itself."

"….honestly I'd pay to see that happen." Roman said with a roll of his eyes before going off to gather his men.

* * *

Peter arrived at the crime scene, vowing that he would do all in his power to NEVER take a taxi anywhere again, _I don't know what I felt under the seat, but I know it wasn't gum._ he thought with a shudder as he paid the cab driver and walked onto the sidewalk towards a gathered crowd in front of the robbed store. Pulling his camera out of his bag, Peter walked up to the police line and raised the camera to his face, snapping a picture of the police in front of the storefront, the front window cracked and the inside tossed about.

Peter saw an older man in a beige coat, he wore a pair of thin glasses and was writing on a notepad he was holding along with a Daily Bugle press pass. He had brown hair that was combed back with a goatee around his mouth, he looked like he was in his late twenties or early thirties. _Huh. Not what I expected._ Peter thought as he approached him, "Mr. Urich?" he asked, the reporter looked at him, "I'm Peter Parker, the Bugle sent me." he explained.

The reporter looked him over, "Parker? you're the freelancer who get's pics of Spidey?" he asked, the teen simply nodding, "Oh….I was kind of expecting someone older." he stated with a small smile as Peter rolled his eyes. "You get some shots already?" he asked.

Peter held up his camera and showed him the shots he took, "So what happened here?" he asked curiously.

"Another dust shop was attacked last night, it's been going on for weeks all across the Kingdom." he explained before turning his attention back to the storefront as Peter's confused expression went on ignored. This had been going on for weeks? While it was true that he couldn't be everywhere at once he couldn't fathom how he hadn't heard of these attacks, "Weird thing is that the thieves don't ask for money, they just want dust." Urich added, catching Peter's attention.

 _That's weird. Why take the dust and leave the cash?_ he thought to himself, Dust was not expensive but it did hold value, it had a plethora of uses that he supposed could be a motive for theft. _I got to check this out, if someone is taking that much dust from stores like this then it has to be for something bad._ "I haven't heard, which shops have been robbed?" he asked Ben as he put his notepad away in his coat pocket and turned away from the scene.

"Hard to say, the police have been tight lipped about the whole thing, this is the first one in weeks that has been made public knowledge." he explained.

Peter looked at him quizzically, "Then how do you know about these other robberies?" he asked.

Ben smirked, "Good reporter knows the right questions to ask, and who to ask." he said proudly. "Look kid don't worry about it, just get those pics back to the Bugle for me will you?" he asked politely. Peter nodded as the reporter walked off, leaving Peter to himself. Peter stuck his hands in his pockets and began to walk away.

 _Well I was hoping to find out where they HAVEN'T hit yet…..maybe Lamont could help Spidey out? He does kind of owe me for bagging Sandman._ he thought as he walked down the sidewalk towards the nearest police station. Within minutes he arrived at the station, walking up the steps and entering the lobby he approached the reception desk where an officer sat waiting. "Um, excuse me, is there a Detective Lamont here?"

The man behind the counter shook his head, "Sorry sir he just left. Would you like me to leave a message for him?" he offered.

Peter quickly shook his head, "Oh it's fine, nothing important…I gotta be honest I was scared I got the wrong station though." he admitted bashfully, making the receptionist smile and shake his head as Peter looked at the directory behind his head, he saw Lamont's office was located on the second floor of the building, _Well if I can't find him now, a Spider Tracer will help me find him later._ he thought as he waved farewell to the receptionist.

Minutes later, the window to Lamont's office slid open, Peter peeked inside upside down and quietly slipped inside. Noticing the jacket that Lamont had left on the coat hanger beside his door, he snuck over and pulled out his Spider Tracer. As he was about to place it under the collar, he doorknob turned. A woman with chin length black hair, with a brown suit jacket and pants and white undershirt with her badge on her belt, looking around the office she shrugged, "Could have sworn I heard something." she said to herself before shutting the door to the room, not noticing the teen on the ceiling who let out a large breath he was holding before dropping down and placing the tracer and leaving the office.

* * *

Peter had to run around for the rest of the day from various stores across the Kingdom for Web Fluid, he still had his own science kit down in the basement that he could use to produce the webbing so he didn't need to worry about his equipment. As he walked down the street however, he noticed a large moving truck parked outside the house beside his, boxes were still in the back and a few workers where moving boxes and furniture out of the back of the truck as he walked up the stoop of the Parker residence.

Entering the house, he walked inside to see Aunt May sitting on the couch with a cup of coffee in her hands, the other person on the couch was a woman he had never seen before. She looked around if not at May's age, with short auburn hair and green eyes, "Oh Peter! This is our new neighbor Anna, she and her niece are moving in next door. Anna, this is my nephew Peter." she introduced as Peter approached her, shaking her hand in greeting.

"Nice to meet you ma'am." he greeted politely to his new neighbor.

Anna smiled, "Nice to meet you Peter, your Aunt's told me a lot about you." she greeted, "I was hoping you would have stopped by earlier, my niece was itching to get out and see Vale, I was hoping you could have shown her around." she said, Peter rubbing the back of his head with embarrassment. Honestly the only girl he was interested in was Yang, he couldn't try and go looking for other girls when he didn't even know how to woo one.

"Maybe I'll catch her later." he replied before looking at May, "I think I'm going to crash for a the night Aunt May." he said before yawning and making his way towards the steps.

"Did you eat?" Aunt May asked with a hint of concern.

"On my way home. And it wasn't a food vendor stand before you ask." he added, beating her to the punch as he ascended the staircase. He could hear May begin to explain to Anna how he got food poisoning the last time he had a hot dog from a vendor in the city. Entering his room, he locked the door and slung his bag off his shoulder, retrieving the chemicals he had bought to produce web fluid, _Way too late for someone like Peter Parker to leave for Vale, thankfully Spidey doesn't answer to anyone._ he thought as he reached the window and opened it. _With the movers next door I shouldn't change into my costume, don't want to get caught….in fact maybe Spidey shouldn't be anywhere near the Parker residence._ He thought, climbing out his window and dropping down to the back yard.

Sneaking around his house, he opened the entrance to the basement an slipped inside. Moving quietly though this basement, he reached his small lab area and poured the chemicals into two separate containers. _It'll take a while for the compounds to settle, I'll mix them later when I get back._ he thought to himself as he sneakily slipped out of the basement. He made his way out onto the sidewalk and ran away from the house for a safe place to change.

* * *

Lamont sat patiently inside his car while he waited, the old brown sedan had served him well over the years as a detective. He had been assigned to investigate a series of break ins into a mall, they only stole small trinkets or other things that wouldn't be noticed missing. However when the store owners took inventory they realized what had been coming up short, Lamont had noticed that the thefts occurred the same time every few weeks so he was staking out the mall all week until he caught them.

And as luck would have it, a panel door van drove through the empty parking lot of the mall towards the back, Lamon couldn't help but smirk to himself, as he reached for the radio to call it in he saw a shadow pass overhead before spotting the familiar red and blue figure of Spider-Man land on the side of a lamppost in the parking lot, watching as the van pulled to a stop. What surprised the detective was that the vigilante hadn't yet spring into action before he realized why, _He's waiting for the crime….good job kid._ He thought with a smirk.

As the van doors opened, a trio of young men hopped out from the back while the driver kept the engine running. The three made their way towards the back entrance, one of them with a set of lockpicks, "Hurry up man it's hot out here." one of them complained as he wiped the sweat from his brow.

"Oh relax, we'll be in before you can say-"

A red light suddenly flashed on them, "Let me guess, you were going to say 'open sesame'?" Spider-Man asked, his Spider Signal bathing the trio and making them squint as a shot of webbing stuck their lockpicker to the door, "I mean I apricate the classics too guys but it's so played out." he said casually as he leapt from the van to the wall above the door, connecting a web to each of the thieves he pulled both his arms across his chest and slammed the two into one another. "Like that, I always pull that move with two guys and I it works like every time, but honestly? I'm kinda getting bored with it." he explained as the two got back up.

"Oh! I got this move I've been thinking of! Hang on, hang on." he said as he dropped from the wall in front of one of them, before the thief could react the vigilante uppercutted him into the air with a twirl, his partner charged forward as he fell and Spider-Man's foot shot back into the falling perp, kicking him into his friend, the two hitting the side of the van a few feet away before a web covered the one on top and trapped both of them to the ground. "See? That's why I love dealing with small guys like you, helps me work on my Spidey Fu…..hiya." he said, doing his best impression of a karate chop through the air.

He had already taken care of the driver by webbing his hands to the steering wheel and taking the keys out of the ignition, leaving them on the roof of the van. Peter felt the Spider Tracer approaching along with a set of footsteps. Turning around he saw Detective Lamont approaching him, "Oh hey….got your bad guys." he said, pointing to the scene behind him.

Lamont glanced at the vigilante's handiwork, "Well it's a lot cleaner than the first one I had to clean up." he said, thinking of how long it took to safely contain Sandman. "I take it you're not just here to do my job for me?" he guessed, the vigilante nodding in response.

"Yeah, I heard about these robberies happening across Vale, they've been going on for weeks and I haven't noticed. Figure since now I know I should help out." he explained. He still wasn't sure how he had missed this, he worked for a newspaper for crying out.

Lamont sighed, "I think I know what you're talking about." he said, beginning to walk over towards his car with Spider-Man fallowing right behind him. "Over the past few months there have been a string of robberies targeting small businesses all over the city. At first we didn't think they were related, just random crimes occurring across the city." he explained as he stood against his car while Spider-Man upside down with a webline connecting him to the busted streetlamp he had parked his car under to hide.

"I'm sensing a 'but' coming up." the Spider guessed.

"….however-" he said instead, causing the vigilante's eyes to slightly narrow at him, "-we recently discovered that the robberies were all connected, the perps only stole dust. No cash, nothing else." he clarified. "You actually ran into the perp a month or so back, Roman Torchwick, but you interrupted him-"

"And he blew the shop up." Spider-Man finished sourly, "I thought he was just knocking a place over for kicks but…..why? Why steal tons of dust?" he pondered aloud, cupping his chin with one of his hands while the other held onto the white strand.

Lamont nodded, "That is the million Lien question. Most of the force is convinced it's a group like the White Fang, they've recently made off with an entire train of SDC Dust in the Emerald Forest." he revealed, Peter remembered that the Bugle was Buzzing like a hornet's nest when the news broke about that and how the Vale Police Department increased patrols around the borders of the Kingdom in response.

"Ok the White Fang makes sense, their a extremist group who need supplies like that but Roman Torchwick….what does a career crook have to gain?" he asked.

The detective shook his head, "Wish I could tell you, patrols are all over Dust shops but there's only so many of us on duty." he stated a matter-of-factly.

"….I could help." Spider-Man offered, the officer gave him a skeptical look, "You said it yourself, you can't be everywhere. But I can go through the Kingdom faster than any squad car." he pointed out. The detective didn't seem entirely convinced, one extra pair of hands didn't always make a difference…..but then again, none of them were able to do whatever a spider can.

After a moment of debating it with himself he caved, "What do you want? Or need rather?"

Peter beamed under his mask, "Just where you're short-handed, I'll pick up the slack and take care of whatever comes my way." he explained simply.

Lamont shrugged at the request, it wasn't anything too big after all, "Alright. Tonight most of our units are patrolling most of the city and the Pound, residential is shorthanded, not many shops there that carry dust anyway." he clarified.

The teen nodded, "Got it, Thanks detective." he said, as he raised his hand and firing a webline to swing on.

* * *

The residential district of vale, despite it's name, was not where most of Vale's population lived, there were blocks upon blocks of apartment buildings, hotels and the like but it was also where the Baseball stadium for Vale was located as well as the Zoo. It was so peaceful here that Peter had a hard time believing that anyone was up to no good, landing on the spire of a clocktower just as it rang out the hour the vigilante released a huff, "Well I've been at this for three hours and still no sign of Roman or his cronies. Maybe I should call it a night." he said to himself.

 _There's no guarantee that Roman would even be out tonight, or that I'm even close-_ he began thinking before the sound of an alarm bell ringing echoed in the distance. _…you know there's also no sure way I won't have a large sack of lien fall from the sky with untraceable bills._ he added mentally, tilting his head skyward and waiting for a second. "Figures." he said before diving off the clock tower towards the alarm.

As he dove down towards the streets, he saw someone on the roof of the dust shop, "Hey you know that kind of looks like-" Spider-Man began before a shockwave blasted him through the air, he crashed though a chimney and tumbled across the rooftop, "-uggghhhhhh….Shocker?" he groaned out loud as he rolled onto his hands and lifted himself up onto his feet.

Shocker blasted his gauntlets into the rooftop, launching him across the street and onto the building across the street where Spider-Man had landed, **"The one and only webhead!"** he shouted, reeling his arms back and firing another blast at the wall crawler. Spider-Man dove to the side of a water tower as the shockwave tore the roof apart.

 _Ok he got a little power boost, I got this, it's Shocker._ Peter thought, "I see you got an upgrade, what did you run of plaid quilts to make your costume from?" he mocked as Shocker blasted at him again as Spider-Man flipped off the side just as Shocker's attack tore a chunk out of the tower, the water side splashing down the roof and pouring onto the street. _Yeah I don't want to get pegged with that again so I'm going to jusr take care of this now._ he thought as fired weblines at the helmed thug's feet as he raised his gantlets, with a firm pull, Shocker fired another blast skyward, "Same old Shocker, new suit, same winning streak." he boasted, closing in on Shocker as he recovered and landed a blow to the thug's gut.

Only for him not to even flinch, the two looked down, then at each other before Shocker countered, punching Spider-Man with a blast that sent him flying off the roof and into the side of the clocktower he had perched himself on moments ago. "What the hell was that?" he asked himself as he pulled himself out of the wall. Shocker looked down at his suit, suddenly thinking back to what the guy who worked on it said about shock absorption.

 **"That was one of my my upgrades. Here's another!"** He proclaimed as he pressed his thumbs down on the triggers and held them, the gauntlets humming loudly while Spider-Man's sixth sense went off like an alarm bell. When Shocker released the triggers and threw his arms forward, the resulting shockwave fired out at the wall crawler as swung himself up the side of the clocktower with his hands to dodge the blast that tore clean through the tower.

Shocker's eyes widened, **"Holy crap!"** he exclaimed, looking down at his gauntlets before the rumble of the tower made him look up to see cracks spreading out from the holes he made. **"Whoops."** he stated dumbly while the vigilante's eyes widened as the damaged extended out.

"Your paying for that!" Spider-Man shouted as he leapt off the tower, throwing a webline to the top of the spire and swinging around the tower to inspect the damage, _Oh perfect he blasted it at an angle! At this rate the whole top of the clocktower will slide forward and-_ he thought as he looked to where the debris would land, seeing a number of tenements in front of the tower, "OH CRAP! MOVE IT SPIDEY!" He shouted at himself as he twisted around on his webline and held his other hand out, spraying a large web over the hole and wrapping it around the tower by swinging. _Make it tight! Tight enough to stop it, not too tight though, the wall is brick and mortar and this stuff is stronger than steel._ he reminded himself, hoping.

Upon finishing wrapping the webbing around the tower, he pulled himself up onto the roof and sprayed some strands onto the more stable sections of the tower and attached them to the roof. The rumbling of the tower stopped, the vigilante looked over his work to be sure the building's top was stable before letting out a large breath just as his sixth sense warned him too late and was blasted in the back off the tower, "AHH! Jeeze, that back massager set to twelve or what?" he asked aloud, spraying a line to swing towards Shocker.

"Alright Herman how about this!" he shouted as he rammed both outstretched feet into shocker…who didn't even budge as Spider-Man swung back, rear first onto the rooftop. The lenses on his mask looked up at the thug as he cracked his knuckles, "….seriously you didn't feel that?" he asked before the thug rammed his gauntlets into the ground, a shockwave emanated out and sent the vigilante skyward, Shocker blasted himself up into the air after him and reeled an arm back before throwing it out.

Spider-Man reacted quicker than Shocker though and grabbed his arm and directed the blast upward safely and kicking shocker upside the head as they fell thorough the air before pulling him over his shoulder and throwing him down towards the ground. "Ok if this doesn't work I'm out of ideas." Spider-Man said to himself as he fell feet first down towards Shocker.

 **"Nice try webs!"** Shocker called as he raised both his gauntelts and let out a full power blast at the web swinger in midair. Before he could pull himself out of danger with a webline he was hit, blasting him high, higher than the clocktower, so high that there were no buildings around for him to swing from.

"Oh this won't well." he squeaked out as he began to fall, the wind rushed over his body as he spun around for something to swing from but only found nothing. "Come on Spidey think!" he shouted as he looked down to the ground, _At this speed if I try webswinging at the last minute I'll tear my arm off! If I could just slow my decent somehow I could-_ his lenses widened as he looked down at his wrists, "Please don't out of web fluid, please don't run out of web fluid, please don't run out of web fluid!" he chanted like a mantra as he raised both hands up and pressed down on the studs.

He used one to spray a wide net and the other to connect thicker lines to the sides, the air caught underneath it and caused Spider-Man to suddenly slow his decent, "Huh…..web parachute….didn't think I could do that…cool." he said, landing on the roof where he and Shocker clashed, looking over the side he saw that shocker was gone.

"Where the hell did Shocker of all people get gear like that? Shock absorption suit, enhanced vibrogauntlets?" he asked, leaping across the roof to the opposite ledge in sight of the Dust Shop. The thieves were already gone, and with them the dust they wanted as well, "Aw man I should have put a tracer on him during the fight, that way I could have fallowed him…..eh but even then-" he pressed the stud in his palm, his web shooter clicking, "-yeah that's just my luck. Better head home and grab the new batch. And next time, I'll be ready for Shocker." he said before leaping off the rooftop to another back the way he came.

* * *

Peter rolled over in bed, the sun hitting his eyes through his open window as he groggily woke from his slumber. Sitting up in bed he looked down and saw he still was wearing his costume, his boots, gloves and mask the only pieces discarded before he collapsed onto the mattress. He fell back with a groan, he did not want to get up from his bed yet, _I don't have school, or work, or anything. So I'm going to do what any normal teenager my age would do and sleep half the day awa-_ he thought as he turned to his clock to see the time was 11:45 am.

"What?!" he yelped as he bolted upright, he had slept for ten hours? He never slept more than eight! "I was thinking like until nine or something, but I spent half of my first day off from school in bed?" he asked himself with a groan. _I feel gross. Ugh god I probably smell gross too…..well good thing May probably left for the F.E.A.S.T. shelter by now._ he thought as he forced himself out of bed and shed his costume and put on a set of clean, day off clothes.

 _Still can't believe I got beaten by Shocker of all people. It's humiliating._ he thought with as he exited his room and pulled his scroll out of his pocket and checked the Daily Bugle homepage. Naturally the major headline was 'Spider-Man and Shocker Deface Clock Tower.' which Peter had to admit was pretty clever. But just below that was a story of a robbery that happened at the dust shop with police reporting men in similar clothing running away from.

 _That sounds like Roman's entourage, that has to mean that Lamont was right, Roman is behind the Dust Shop robberies. And Shocker is working for him?_ he wondered, sitting down on his bed and reading the article. _Alright Herman, you finally won a round, congrats…I got to think of how to get around that suit and take him down._ he thought, looking away from his scroll to his mask on the edge of his desk.

He stood and gathered up the pieces of his costume and proceeded to hide them under his bed for the time being, he would hide it back in the basement when he went to refill his webshooters. _Perfect start to summer vacation_. he thought sarcastically as he exited his room.

* * *

 **AN: Hey guys, sorry this took so long to post, my WiFi has been down for a week and we just got it back over the weekend when I had to write a speech, study for a trig test, and finish some programing for another class. Oh and I still need to start my Solid Modeling final…..god I can't wait for this semester to be over.**

 **I also got a PS4 for my birthday! I got Uncharted 4, Persona 5, Last of Us, Horizon Zero Dawn, and the new God of War…sweet lord that last one is if Logan met The Last of Us and was raised by Bioshock Infinite…I actually did want to write a Thor fanfic too but I couldn't figure out who to cross him over with. Oh yeah and I have a shit ton of work and I couldn't do that to you guys….plus I don't know Norse myths, I read Percy Jackson instead of Harry Potter…**

 **Where was I going with this? Oh yeah, reason I got it in the first place was for the Spider-Man PS4 game coming out in September which I am super pumped for! There's over 24 suits, including the Homecoming homemade suit and the Iron Spider from Infinity War, Spider-Punk, Noir, and the classic red and blue. I'm so ready for it…in four months…I got this until then.**

 **Anyway guys until next time.**


	6. Chapter 6 (Rematch)

**Rematch**

* * *

Peter's fight with Shocker last week had given him many questions, where did he get the technology from? Who gave it to him? Was he working with Roman Torchwick? But the most prevalent question he asked himself was how was he going to beat him? He couldn't just knock shocker out with a punch like he used to so just hitting him was out of the question. So he had to get creative, however thinking outside the box only resulted in ideas that made some cartoons look more realistic.

 _Well maybe I can at least answer another question._ Peter thought as the elevator doors in front of him opened, stepping out into the main offices of the Daily Bugle he made his way through the bullpen to Ben Urich's desk. The reporter was busy typing on his computer when the teen approached him, "Mr. Urich do you have a second?" he asked as he walked over.

"Just….a…..second." he said without looking up from his work before finishing his paragraph, "Alright I got a few minutes before Jonah reads this and tells me to make it shorter or longer. What's up Peter?" he asked, making the young man smile.

"I was wondering if you heard anything else about those dust shop robberies? I heard that some guy in yellow plaid or something was seen near the last one? Was just wondering if I read that right." he explained, sticking his hands into his pockets. _And knowing that I got my butt handed to me by the same guy isn't like, humiliating or anything._ he thought to himself sarcastically as Ben thought to himself.

"Now that you mention it yeah. Some witnesses I interviewed said they saw someone looking like that. You know him?" he asked, folding his arms across his chest as he leaned back in his chair.

Peter rubbed the back of his head, "He's a street thug that Spidey's beaten up a couple times. I'm just surprised he's involved with something like this." he explained, not a total lie since he couldn't understand why anyone would hire Shocker to do something like a series of Dust Store robberies.

Urich chuckled, "Guess Spidey's loosing his edge if he got beat by this guy." he said, an email from Jonah appearing on his computer drew his attention away from the slightly ticked off look Peter got at the mention of his defeat. He was used to getting picked on as Peter Parker but Spider-Man? No one made fun of Spidey, dragged his name though the mud? Fine. Being called a menace to society? No problem. But he was not going to let another reputation of his turn take a nose dive again.

"Thanks Mr. Urich." he thanked briskly before walking off towards Betty's desk, the assistant flashed him a welcoming smile, "Hey Betty, can you tell Jonah I got those pics? I gotta run." he said as he pulled out the photos of Spider-Man he took yesterday afternoon.

Betty took the pictures with a raised brow, "You usually stick around and haggle with him for a while. What's the hurry? You got a hot date?" she teased, making the teen's cheeks redden slightly.

"First of all, I knew I shouldn't have told you about Yang. And second, I promised my Aunt I'd help her with her F.E.A.S.T. fundraiser she's working at." he explained. F.E.A.S.T. was short for a Food, Emergency Aid, Shelter and Training, a charity that worked all around Vale to bring help to those who needed it. It wasn't the most glamorous, or well paying, job but May found it very fulfilling.

But even knowing that, he secretly wished she could get a better job with better pay so that they wouldn't have such a dire need for cash.

Betty gave him a smile, "I'll send your check in the mail." she assured, making the teen smile back before Betty leaned on her desk, "So speaking of Yang." Peter's smile instantly vanished, "Got any plans? There's a new Noose Carnball movie coming out, I mean it's a total budget flick but in a good way." she suggested.

"I'd love to. But I haven't gotten in touch with her since Summer break started." he explained, he had tried calling her but she hadn't called back, or even texted for that matter. His fear was that he did something that would make her want to avoid him, or worse yet she found out somehow that he was just Puny Penis Parker and didn't want to be seen with him.

However Betty's smile didn't waver, "Relax. Your not calling her every day or something like that right?" Peter shook his head no, "Then you have nothing to worry about, you said that she got into Beacon right? She probably has a bunch of things she needs to do beforehand. When I first attended College I had to take six different placement tests. She might be doing something like that." she suggested, trying to ease the teen's concerns.

Peter nodded at her reasoning, "Probably right. Look thanks again, I'd love to talk more but I gotta run." he said, pointing his thumb back over his shoulder before taking off, Betty waving him goodbye as he made his way towards the elevator, only to enter the stairwell beside it when no one was paying attention.

 _Ok so Shocker IS working with Roman, so odds are that he'll pop up at the next time he hits a dust shop._ he thought whilst he climbed the staircase. Reaching the door to the rooftop, he opened the door and stepped out onto the roof and proceeded to change into his costume he had hidden inside his bag. _Alright, that explains why he was there. Now I just need to figure out who to beat him when I can't hit him._ he thought as he placed his regular clothes into his bag and slung it over his shoulder. Pulling his mask down over his face, he leapt off the building and shot out a web line to swing from.

Aunt May's fundraiser wasn't so far, he could take a taxi and be there in minutes but swinging through the air was surprisingly calming, considering he was sent plummeting through the air only to swing back up at speeds over fifty miles an hour. But he took it slow, shooting out another webline before letting his prior one go, the same speed he did on patrols around Vale. "I got to put a stop to Roman and Shocker, problem is I got no idea where they'll hit…but there are only so many Dust shops in Vale, and they've been at this for a good full week so their targets have got to have gone down then right?" he pondered to himself.

He fell through the air, throwing a line out he swung through an intersection and up beside a skyscraper before casting another webline and pulling it over to his opposite side, giving him some extra speed before falling again down onto a flagpole overlooking the building where Aunt May was, the roof of the semi skyscraper was open and where a charity event was being held. It was fundraiser for a new and improved shelter downtown.

Leaping from the flag pole, he used a web to pull himself onto a ledge beneath the rooftop where he changed back into his regular clothes. Scaling the wall, he peeked over the side of the railing and saw that May wasn't currently present on the roof, crawling along the side of the building he climbed over the other side near the elevator doors just as they opened. May walked out with a tray of food, "Peter! When did you get here?" she asked, Peter taking the tray from her and walking over towards the catering table along with his Aunt.

"I just did, how's everything coming along?" he asked, setting the tray of finger food down onto the table. The rooftop was open enough for a good amount of people to fill it up but the only ones in attendance for the moment were the F.E.A.S.T. workers who were busy setting the event up. Tables were being set up along with a stage for a band scheduled to play, and the surprising part of all this was that the hotel where it was being held was paying for the entire thing.

May looked around with a proud smile, "Great so far, at this rate we'll be on schedule. Still don't have a clue how Martin got all this set up." she asked, Peter noticing the man in question walking over to them from behind May. Martian Li was the founder and CEO of F.E.A.S.T. as well as Aunt May's boss, Peter had met him a few times and from his experience he was a very nice man.

Martian wore a white button up shirt with the sleeves rolled back to his elbows, black dress pants covered his legs while a pair of black loafers. The charity worker had an almost pale complexion which was offset by his neat black hair, "Friends in high places May." he said simply as he walked over, "I knew the owner of this place back when we were both coming to Vale." he explain, May giving him a kind smile as he turned his attention to Peter, "Good to see you again Peter, just get out of school?" he asked, shaking the young man's hand.

"Yes sir, just last week." he replied.

"Peter call me Martian, everyone does." He corrected gently, "May told me you got a job at the Bugle, what's it like working there?" he asked curiously. Peter had to take a minute to find the right word for the experience of working there….or more precisely working for J Jonah Jameson.

"….I always got some work to do." he said, trying to make it sound positive.

* * *

Herman paced through the warehouse impatiently, he had accompanied Roman and his crew to a number of robberies. They had gone off without any problems, but ironically he found that part the most frustrating. He had fought Spider-Man and finally won! But he hadn't seen the wall crawler since he kicked his ass a week ago, he was ready for him to show up anytime and finish what they started.

However he hadn't showed, he wanted to go out and finish off the Spider but Roman had put a stop to that idea as soon as he brought it up. **"I still don't get why I can't just go out and just blow him away!"** the deepened voice of the thug said as he folded his gauntlets across his chest while Roman oversaw his men pack the dust away properly.

"Watch it!" He chastised one of his men, "Do you want us to get blown to little meaty pieces? Or electrocuted, or frozen, or…..whatever happens with gravity dust goes off." he said before turning to Shocker. "As for you pin cushion you're our muscle, meaning you stick close and take care of what I need you to. Get it?" he asked condescendingly to the former street hood.

Shocker didn't back down, **"Only reason you guys brought me on is because you want me to take care of the spider. I'm just saying if you let me do what I'm supposed to, we could get a lot more done."** he explained as Roman rolled his eyes before walking off.

"Tell you what, you want to go do your own thing? Go right ahead, I'll just tell your boss about it." he threatened. Shocker was silent as Roman walked away.

He had dealt with people like Roman all his life, he thought he knew better because he was a well-known criminal but the truth was that he didn't understand that with Spider-Man out there? There was someone who could still try and stop them. **"If you want something done right, you got to do it yourself."** he said to himself before heading to the exit of the warehouse. If he wanted to get Spider-Man's attention however he needed to do something that would get his attention.

* * *

Peter finished settled into the corner of the rooftop, watching as the guests to the fundraiser mingled. It was a simple donation fundraiser where people from all across the city would come to donate any amount of money and in turn would get a free meal along with musical entertainment. However it wasn't a number of wealthy patrons that attended but instead people from all around the city, all of which Martin personally greeted and seemingly knew very well.

Martin had also asked Peter if he could act as the event photographer, taking pictures of people in attendance when they asked as well as large shots of the event that he could send out to the attendants afterwards. _Can't believe the turnout for this thing. I don't think I've seen a party this big since…well ever._ the teen thought as he snapped a photo of Martin shaking hands with a dignified looking guest.

He caught sight of May making her way through the crowd towards him, "Smile pretty lady." he greeted as he took a snapshot of his Aunt, making her smile. Looking down at the photo on the screen he chuckled when he saw that he had captured a great shot of Aunt May…..with someone's hand covering her face by accident. His aunt glanced over his shoulder at the picture and giggled.

"You seem to be enjoying yourself." she noticed while he pocketed the camera. "I thought you might be bored to death by now to be honest." she admitted with a slight smirk.

Peter shrugged, "Honestly compared to school, work, and everything between? This is nice…..so you think he's serious about all this?" he asked, looking over at the host with May. Peter had never taken much interest in what May did for work, he had met Martin Li a few times when he stopped by to give May some lunch but never got to know him as well as Aunt May did.

She nodded, "Yes he is. He started this whole thing by himself to help others and now…..three years ago we were just a small charity working to provide what we could to others. But now? We have ten shelters in Vale, this one is to open up others in Minstrel." she said with a slight awe to her tone. Her nephew was taken aback by the news at how quickly something so small had grown so big in such a short amount of time, and he couldn't help but feel pride that his Aunt was a part of that.

May caught Peter's soft smile, "What?"

"Nothing it's just…..Uncle Ben told me that…..he told me that with Power comes Responsibility….I didn't get it at first but now…." he trailed off, taking a look around. May had taken his idea and lived by it too. All without Spider Powers. "Well I think he'd be really proud of you." he said, causing his Aunt to smile with pride on her face.

She wrapped an arm around his shoulder and hugged him, "How about we go get some burgers?" she suggested.

"But what about this?" he asked with a glance around the rooftop as May led him towards the elevator.

His aunt looked at him with a mischievous smirk, "We'll be back before anyone notices." she said, Peter shared the smirk with her as they approached the doors to the elevator and they slid open. When Peter looked inside his eyes widened as the yellow and brown costumed thug stared them both down with his gauntlets raised. Before May could react Peter was standing between her and Shocker.

 **"Going down?"** He asked as his gauntlets hummed with yellow energy crackling off them as the rest of the guests took notice of him, Peter pushed Aunt May back off to the side as he strode forward. **"Ladies and Gents, keep calm, don't try anything and you won't be sent off this roof the express way."** he threatened as he stepped towards the center of the rooftop.

Peter kept both himself and May in the corner, _Ok I can't change here but maybe I can get a Spider Tracer on him and when they give him whatever he wants I can track him down and beat the tar out of him later._ Peter planned. The roof had nowhere he could change into his costume without someone seeing him, there was a storage room on the other side of the roof opposite the elevators but that was where the band was. His only option was to let Shocker win this one and track him down later.

Peter watched as Martian Li stepped forward to Shocker, "If you're here for the collection, then take it and go. No one's life here is worth it." he spoke earnestly. Peter couldn't help but admire Li for stepping up against someone like Shocker as he was now. If he didn't have his powers he'd be on the ground begging him not to hurt him.

 **"What? No, well…maybe. Look, all I want is simple. I want Spider-Man, here in the next hour. And if he doesn't show up by then…..well let's be honest he'll be here. So you all have nothing to worry about."** Shocker reassured Martin as Peter's eyes widened. Irony seemed like too small a word to describe the situation, and not in the fun way.

 _Oh…shit._ Peter thought plainly before he gulped. If there was a silver lining to this it was that Shocker didn't seem to want to hurt anyone. Besides Peter of course, but it could have been worse, it could have been some maniac with a trigger fing…..

Peter needed to think of a way out of this ASAP.

* * *

The police arrived at the foot of the building merely minutes after Shocker appeared, he didn't seem to mind whatsoever as long as it was Spider-Man who showed up as well. But time was starting to run out, it had been forty minutes since Shockers arrival and his pacing across the rooftop had begun to stress everyone somewhat. As for Peter the only solution he could come up with was asking to go to the bathroom, now normally that would be a stupid idea but this was Shocker so…

Still he didn't want to draw attention to himself so he nixed that idea right away, he and May had settled into the corner of the rooftop. His Aunt had put on a brave face but he could tell that she was beginning to loose what composure she had by the look of fear in her eyes that was slowly spreading across her face. He grabbed her hand for reassurance, "We'll be fine." he said simply, giving her a small smile.

May inhaled a deep breath to try and calm, she was trying to put up a brave front for Peter's sake but she had been ticking the clock down in her head. She knew they were running out of time.

 _Ok Parker think, you gotta suit up but make sure no one sees you._ he thought to himself. Usually he'd find somewhere private to change but he couldn't exactly leave of his own free will at the moment. But if he could just find a way to slip out of sight and get over the railing then he could change and get Shocker's attention. _Wait a second._ he looked up at the lights above their heads, a string of lights went from one side of the roof to the other, in fact they were right beside one of the posts that connected the lights.

Peter reached his hand out ever so slightly and wrapped his hand around the thin metal pole, _Maybe if I kill the lights I can slip away, and these things run on a closed circuit so if I just…_ he thought to himself as he applied enough force to crush the portion of the metal he held before sharply yanking it.

Darkness enveloped the rooftop, _Yes!_ Peter thought as he quickly stood into a crouch and quickly made his way to the side of the rooftop as everyone screamed and scrambled around in the darkness.

 **"Hey! Everyone pipe down!"** Shocker shouted as he fired a yellow blast up into the air as a warning, making everyone quiet. **"Look I'm about out of patience since the webhead isn't here! So nobody start any funny business!"** He warned the captives, turning in a full circle with both gauntlets raised and at the ready to blast someone.

"What about tomfoolery?" Shocker turned to the voice just for a glob of webbing to cover his face as Spider-Man swung over the ledge of the building and over the crowd, "Or nincompooping? Or nerdewelling?" Spider-Man asked, laninf behind the hostage holder and swinging his feet out from under him. He quickly covered his arms and legs with webbing to stick him to the floor. "Now if everyone would please make your way to the nearest exit I need have some words with your uninvited guest." he said aloud as everyone started towards the stairs.

Spider-Man caught May being caught up in the crowd but she was searching frantically around even as she was pulled towards the elevator by Martin Li. _Thanks Mr. Li, owe you one._ he thought while Shocker snapped the webbing holding his arms, sitting up the teen's Spider Sense warned him that Shocker had recovered, leaping up to the wiring as Shocker fired, the blast shot at the elevator as it began to go down, "NO!" Spider-Man shouted before the concussive blast shot through the doors and tore the elevator off it's rails.

Before Shocker could adjust his aim, Spider-Man dived at him and hit him as hard as he could, the force of his punch sending him through the roof and down a floor before leaping at the torn off elevator doors after the cylinder down the side of the building. He fell like a anvil down through the air, the elevator was a good one hundred feet below him and he wasn't gaining.

And given their current velocity it wouldn't be long before it hit the ground and the occupants inside would- _Stop. Stop thinking about science behind it and just hold on._ he thought as he sprayed a webline to the roof of the elevator and reached his other hand out to the wall of the building without thinking.

 **POP!**

Peter felt pain shoot through his entire body but he bit down the scream that built in his throat, _Hurts so much! But I can't let it get to me, just bite it down and hold on goddamnit!_ he thought as his hand hold onto the web with all his might while his other dragged across the wall until he came to a halt.

Below in the elevator, May felt like she had a mule fall on her. She stood shakily as the rest of the people in the elevator took time to recover, her hand reach out ot the control panel and hit the emergency button making the doors unlock. Martin shook his head as he gripped the doors and pulled them apart. They were in between the floors, thankfully just enough for them to be able to climb out, "Everyone out now!" he shouted while he opened the doors to the floor by himself, stirring the others from their stupor as they climbed out of the elevator.

As they emptied out of the cylinder Spider-Man could feel the weight get lighter and lighter, when he was sure it was safe he attached the web holding it to the wall and slowly began to climb down towards the door the passengers were entering. "Everyone get out ok?" he asked through gritted teeth as his eyes scanned for May, seeing her leaning against the wall to calm herself down.

Martin Li looked up at the wallcrawler as he poked his head in upside down through the open elevator, "Everyone is safe, thanks to you." he said gratefully.

Spider-Man looked back up towards the roof, "Well don't thank me yet, I still need to take care of your entertainment. Just make sure everyone makes it down safe." he said before he began to crawl back up towards the roof. _The sane thing to do now would be to just run and let my arm heal up but I am not letting Shocker get away after he nearly got Aunt May killed!_ he thought stubbornly as he stopped on the wall with his feet keeping him in place.

Grabbing his arm, he laid it onto his chest and proceeded to spin a wrap around his arm and shoulder to keep his arm from flopping around wildly. _Ooooh yeah, that is definitely dislocated, that's bad…..I'm going to need to look up how to reset it….that's gonna suck._ he thought as he crawled up the building with only one hand. Reaching the top floor of the building, he looked inside to see Shocker climb back up onto the roof using a filing cabinet.

As Herman finally climbed onto the roof, he looked around and saw that his hostages were now gone, **"Aw crap."** he muttered.

"You got that right." Spider-Man pounced at Shocker from behind, grabbing onto the top of his head with his good hand and swinging himself overhead before planting both his feet into Shocker's chest and kicking him back while he backflipped off onto a table while Shocker stumbled back.

Shocker immediately noticed the makeshift sling, **"Seriously?!"** he declared in disbelief.

"Yeah I'm thinking the same thing." the vigilante admitted before flipping forward, grabbing the rim of the table and throwing it over his head at Shocker. He held up his gauntlets and fired at the table in mid air like a skeet shooter. He blindly fired through the debris at Spider-Man whom had leapt away to dodge, _Ok Spidey think, there's a way to beat him I just know it._ he thought as he landed on his hand and flung himself up onto one of the poles that hung the lights.

"Wow even with one hand behind my back you still suck." the vigilante teased, Shocker let out a growl of frustration as he unleashed a powerful blast that tore up the roof as it closed in on the webhead. Spider-Man leapt skyward and Shocker immediately got a beat on him and fired, "Whoopsie! Don't want to make that mistake again." he said aloud as he sprayed a webline and pulled himself to the other side of the roof to avoid the follow up attack.

 _I could try what I did with Clash. Have him keep firing at me until he runs out of juice, but who knows how long that suit will…..wait maybe that's it?_ He thought as he dove off the building as Shocker obliterated the corner he was perched on. _Before he just had his gauntlets but now he an entire suit. Before he could do with a internal battery but something like that hardware? It has to have a battery pack or something to power it!_

He swung over the rooftop above Shocker's head and line of sight before shooting a webline down beside him and pulling himself down, Shocker looked up to have a pair of feet ram into his face. Spider-Man flipped off into a crouching position, "Well that's embarrassing. Though that's nothing new for you Herman." the teen joked as Shocker turned his glowing eyes to him. "Bet you that you could turn that thing up to full power and you couldn't get upgraded from Shocker to Vibrator." he teased.

 **"OH YEAH YOU WANNA BET PUNK!?"** Shocker yelled as he reached for the power unit across his waist.

 _Sucker._ Spider-Man thought as he quickly shot a webline at Shocker's hand as it was about to access his power source. Pulling Shocker's hand away with the web he leapt forward and reached onto the pack around his waist and with a strong pull, yanked it off Shocker's suit before throwing it aside. Shocker's suit sparked with electricity from the disconnected power, **"What?! N** o, well….fine! I don't need any more power to finish you off!" he said while is voice returned to normal with his gauntlets still holding some power.

"Wait, wait, wait, waaaaait." Spider-Man pleaded as he held up his hands, "Just for clarification, your suit isn't padded like the other one so I can only assume that there are internal devices to absorb the recoil from your gauntlets-" he began to ramble.

"Get to the point!" Shocker bellowed.

Peter rolled his eyes under his mask, "My point is, that suit is basically all metal, and if you shoot me with those gauntlets then won't you get tossed around inside like a egg being shook in a glass jar?" he asked. Shocker was quiet for a minute as he contemplated the webhead's words, however just as he thought he didn't notice the thread of webbing hit his foot before being pulled, yanking him off his feet. "Oh second thought nah you'd be fine." the vigilante said with a shrug as he webbed Shocker's elbows and knees to the rooftop so he couldn't move before proceeding to take his gauntlets off.

"You tricked me!" the thug complained.

"No duh. Now tell me, how does a two bit crook like you get tech like this by working with a guy like Roman Torchwick to steal dust?" he asked, leering over Shocker as he did. He heard the villain gulp and Peter couldn't help but smirk beneath his mask, he had hit the mark. "So, how about you spill before I send you to the ground floor through the express way?" he threatened, thinking of how he would get payback for him putting his Aunt through something like that.

Shocker shook his head, "N-no need for that! Look, Roman hired me for protection but he did it because someone else wanted him to do it." he explained. "I don't know who but….the guy who gave the suit, he was a scientist, like a legit scientist. I don't know him though. All I know is he made me the suit so that Roman would have some reassurance if you showed up." he admitted, causing the teen's eyes to narrow at him. That wasn't much to go on, in fact it raised more questions then it answered, but then again it was Shocker, he wasn't the most sophisticated villain he's faced.

Spider-Man sighed, "Of course it's not simple." he muttered as he back off of Shocker and made his way towards where he had stashed his clothes. May had to be worried by now, but he had an idea of what he could say.

* * *

The second that Peter walked out of the stairwell he was escorted outside by police where he was promptly trapped in a death grip by Aunt May. Which he had to bite the inside of his cheek to stop himself from screaming from his dislocated shoulder. He had fabricated a story about how he had been pulled with the crowd towards the stairs and had tried to find his Aunt but was unable to so he tried to catch up with the other guests downstairs.

After getting their statements the pair had been cleared to leave the area and head home for the night. Walking through their front door, Peter held it open for his Aunt as she entered, "Your sure you're ok? We can talk about it if you want." his Aunt offered.

Peter shook his head as he shut the door, "I'm fine Aunt May. I'm more worried about you." he admitted, his Aunt stopping to look at him beside the staircase.

She however smiled at him, "I'm fine Peter, the paramedics checked me out before you arrived. I'm fine." she reassured, putting her nephew's worries at ease. She let out a sigh, "Now I don't know about you but I'm exhausted after a day like this, I think I'll go to bed early." she said as she begun to climb the staircase. Peter was left alone downstairs, he quickly made his way to the basement where he promptly grabbed his wounded arm as soon as he closed the door.

 _Ok first thing, I need to fix my arm! It's killing me!_ He thought as he made his way downstairs and into his chair at his desk. _Ok I'm not going to go off what TV shows do and look up how to do this on the internet._ he added as he booted up his computer and waited for the screen to load up. Typing the keyboard with his left hand he searched 'how to relocate shoulder by yourself' into the browser before clicking search. However all that he received was a number of sites telling him where to get medical assistance from. _Typical._

He couldn't just go to the doctor, he couldn't afford what it cost for the simple procedure and that wasn't even considering that they would be legally obligated to tell May since she was his guardian. However he did find one site that was pretty…basic, it wasn't a part of a hospital but a private practice which actually didn't charge much and even advertised free treatment for certified Huntsmen and Huntresses, it was located in the Pound.

He read over the website, it was a small clinic run by a single doctor, there was no other staff listed on the website, which she probably had to make herself by the looks of it. After preforming a few more searches on the clinic he found a few people who had wet there for treatment, all of them saying that the doctor there is very skilled despite being the only one there.

Honestly Peter would take anything at this rate even if it seemed VERY sketchy….however he still didn't like the idea of someone treating Peter Parker, but Spider-Man on the other hand….it was a longshot but the worst case he would show up in his regular clothes the next day and get fixed then.

* * *

After painfully swinging to the Pound, Spider-Man easily found the small clinic, dropping swinging down to the side of the building he crawled to the window and looked inside to see a woman doctor at her desk looking over a few files. She had long black hair that was tied back into a ponytail, she wore a dark blue sweater with black pants, her lab coat draped around the back of her chair while she read over the papers in her hands, _Ok well here goes nothing._ He thought before tapping on the window. Inside the doctor's head perked up at the sound of tapping.

She turned her head around until she heard it again at her window, when she turned and saw a red and blue costumed vigilante outside she was understandably shocked. However it quickly disappeared as she walked over and opened the window, "You're that Spider guy from the news right?" she asked.

"Um….yeah, I'm Spider-Man….your not gonna scream and tell me to get lost are you?" he asked, she shook her head with a small smile. "Oh wow this is a first."

"Same here, I've never had a guy hang outside my clinic's window before." she asked before backing away and letting him crawl into the window still, she immediately noticed the makeshift sling he applied to his arm. "I'm guessing that you're here for that?" she asked, pointing to his arm. He sheepishly nodded, "….I treat Huntsmen and Huntresses for free ….. come on, let's have a look." she said with a roll of her eyes and a small smirk as she led him inside, grabbing her coat as he followed her somewhat dumbfounded.

"Um, look I got to be honest, I'm not huntsmen." he admitted as she led him into a room, it looked just like the doctor's office he used to go to with Uncle Ben when he was younger.

She shrugged, "I also treat police, firefighters, and a few locals around here who help keep the peace." she said. "And from what I hear, you've been doing that all over town….so relax, and tell me how this happened." she said, gesturing to the table where she wanted him to sit. He did as she instructed and sat down while she pulled over a chair and inspected his arm, "Could you get rid of this webbing too?"

"Oh, right. Sorry." he apologized, "Well this guy blasted this elevator and it fell so I grabbed the wall with one hand and used a webline to grab the other…didn't go over very well."

"Apparently." the doctor said as she grabbed his arm, "Sorry in advance." she said before suddenly yanking up on his arm, pain shot through his body making him yelp out before he felt his shoulder back in place. "There, good as new!" the doctor said cheerfully as the teen got up off the counter and moved his arm around a little, it felt back in place but was still sore.

"Thanks Doctor…..I'm sorry I didn't get you're name." he admitted.

"Linda Carter." she introduced, raising her hand, Peter shook it.

"Spider-Man."

"Oh really? Never would have guessed." she joked. "Look, I treat Huntsmen and the like for free because they help save people. Kinda like quid pro quo, so if you keep doing what you're doing? You can come here whenever you get a little busted up." she proposed, Peter couldn't help but smile beneath his mask. "Alight now usually I'd prescribe you some painkillers but I doubt Spidey is your real name, and I have a Nine o'clock in a few minutes so….." she glanced at the window, hoping he'd take the hint.

"Yeah I know the drill. Skeedatle." he stated as he opened the window and shot a webline out into the night, "Thanks again doc." he said gratefully, Linda nodded with a small smile as he swung away. Shutting the window she walked out of the room and out into the hall, she released a sigh as she readied herself for the night shift at her clinic.

* * *

Cinder Fall watched the television at her apartment with a frown, her scroll was held up to her ear with her partner on the other side of the line, "This isn't what was supposed to happen." she stated plainly, Shocker being caught and arrested wasn't part of their plan. And there was no doubt that the police would question him where he got his equipment from, he'd finger Roman for sure but it was Norman which she was concerned about. Roman assured her that Shocker didn't know her name but it was still a risk that they could trace the equipment back to them.

 ** _"No it wasn't."_** he replied across the scroll. **_"However Norman has some safeguards in place so that it can't be traced back to him even if Shocker ID'd him. We're safe for now, but this Spider-Man is beginning to become a real problem to our plans_**." he assured the false Maiden, Cinder relaxed at his words of explanation.

"I agree…I have an idea in mind but it'll require some time and bodies. But until then I think we should continue what we've been doing. Causing distractions to throw him off our trail." she explained. So far it was the only strategy that yielded any results that were in their favor, and so until then it seemed like their only real deterrent.

"And worst comes to worst? I'll deal with him myself." he added, making the ashen haired woman smirk to herself before hanging up and turning off the television and turning her attention to her scroll. On the screen was a image of a elderly bald man that Spider-Man had imprisoned when he first appeared in Vale, other was of a stout slightly overweight man with glasses which had actually defeated Spider-Man once according to what she's read.

While for the time being the people they sent after him had served their purpose well, she was well aware that they couldn't keep throwing bodies at this problem forever but for the time being it sufficed. She had so far picked out Otto and Vulture since they had both bested the wall crawler, granted it was when he had just arrived on the scene but it still meant that they had experience with him.

Another possible candidate she was looking at was Kraven, Roman's men inside prison stated that he was currently challenging any inmates who thought themselves worthy to a fight. But she saw that he was training for when he would fight the wall crawler once again, despite him being a normal man with no semblance or aura. But he still seemed to put up a good fight against him, with basic weaponry no less.

These three would put up a good fight but there was still a chance he could beat them, so perhaps she needed more members for her little group.

* * *

 **AN: A little short chapter wise but I think it fits well enough. I will have the next chapter be longer to make up for this though, or I'll try to at the very least.**

 **So what finally got me off my ass and got me to publish this chapter you may ask? Amazing Spider-Man 800 came out today, marking the end of Dan Slott's ten year run on the character.**

 **Now, after Brand New Day, I didn't read spider-man comics for a WHILE. Partly because I grew up with a married Spider-Man and what Joe Quesada conviced marvel to do was so stupid that I'm glad we're still calling them out on that bullshit, but also because Marvel comics put a number of different writers on a single book and turned it into a meatgrinder.**

 **And at the end of it, Dan Slott was still standing because he made New Ways to Die, putting Eddie Brock back in a symbiote and giving Spider-Man a interesting new character in the form of Anti Venom. Along with introducing the widely liked villain of Mr Negative.**

 **And then, Spidey hit the Big Time, and I started reading Spider-Man again.**

 **Now I know there's complaints to slott's writing sometimes, especially when it comes to how he handles Mary Jane Watson. But I can honestly say for the most part, I loved how he went through Spider-Man's rogues gallery and told a story for each of them. The new Hobgoblin, Superior Spider-Man, Spider-Verse, Parker Industries, Horizon Labs, it's all added to Spider-Man and I love all of it.**

 **Clone Conspiracy was also something he wrote.**

 **And he ended it today, he put his toys back in the toy box and got ready to move onto Iron Man and the Fantastic Four. Dan Slott got me back into Spider-Man and I can't thank him enough for that, and it's crazy that we've had Eight Hundred Issues of Amazing Spider-Man, and it all started with Stan Lee and Steve Ditko making a story about a teenager getting bit by a spider, who no one thought would sell so they put it on a comic that would be soon cancelled.**

 **Spider-Man is my hero, and he sums up why I like him the best.**

 **"Fight the Good fight. If you fall, pick yourself back up. And if your Neighbor falls, give them your hand. That's how we all save the world…one friendly neighborhood at a time."**

 **I know Nick Spencer is going to be writing from now on and honestly I'm excited to see what he does, but he's got some big shoes to fill in my opinon. So thank you Mr. Slott, thank you for giving me Spider-Man again.**


	7. Chapter 7 (Leads)

**Leads**

 **Charlie-BADWOLF: Yes I have ideas for Venom and the symbiotes, nothing concrete as of yet but some ideas.**

 **council of worlds: Glad your having fun! I don't know if Atlas would come in and crack some skulls though.**

 **El Hunter: I can see what the appeal of adding Stark Industries is but unfortunately Iron Man will not be appearing in this, Spidey characters only.**

 **Michel: Yeah I can see how you'd think that (In fact I'm surprised that no one has made an Iron Man/Rwby crossover like this) but don't get your hopes up.**

 **TheOkWriter: Thanks, I mean get some of the hate he gets (I'm still pretty pissed the Peter/MJ fake out he did in Go Down Swinging) but he did get me back into Spider-Man.**

 **keys of fate: Glad you did! And that part is actually hard to come up with, there are so many ways that it could happen that I'm not sure how it could happen and we're still fairly early in RWBY to begin with.**

 **Atom-King: I felt that the fight was kind of lacking, in fact I need to work on the supervillain fights to be better.**

* * *

Peter had spent the past two weeks since defeating Shocker searching Vale for Roman and whoever his accomplices were. This was easier said than done however, Roman and his men as well had gone to ground and not robbed any Dust shops recently. However he wasn't dissuaded, he had a plan once he encountered Roman and his goons that was a surefire way to get a step closer to who was behind Shocker and his gear. The last thing he wanted was someone supplying high end weaponry to thugs all around Vale, Lamont felt the same way and was trying his best to find where Roman was getting his muscle from.

As for now however, Peter had a more important matter to take care of.

He had been swinging downtown when he heard the sound of glass shattering from the streets down below. Looking down he saw a store window broken out from the inside and he immediately swung back onto the wall above the window and looked inside the storefront to see a pair of men in ski masks holding up the storeowner behind the counter while he emptied the contents of the cash register into a paper bag.

The shoplifters' guns were suddenly yanked from their hands, "Woah! Guys if you wanted a slushy there are other ways!" the vigilante cried out in mock horror, hanging upside down outside the window before spraying the pair against the glass case on the wall behind them. However Spider-Man felt someone run out the door of the convenience store with his Spider Sense, "You can call the cops now." he said to the storeowner before slinging a webline down the street after the third criminal.

The third robber was already down the street when the masked vigilante caught onto him, as he turned the corner he looked back for any sign of the webhead before he collided with something sturdy enough to make him fall back. Looking up at the obstacle in his way he froze when he saw he had run into a someone, not something. And this someone was standing tall at seven feet with a large muscular frame, wearing a green robe with plating on his left shoulder which contrasted with the huge orange broadsword across his back.

The lightly tanned student looked down at the ski mask wearing man as another student looked out from behind him from his sides. Wearing a black beret on her head was a young woman with short brown hair that had a single curl over the side of her face a barrette and sunglasses with a brown sweater and black pants looked him over, "Well this is awkward." she stated before the man raised his weapon at the four.

"Hey buddy, if you're going to point that thing at anyone point it at me!" The robber swirled around at Spider-Man and fired all six shots from the revolver. The vigilante dove forward towards the gunfire, time slowed down for the teen which made shifting his body to the right to avoid a few of the bullets easy, still in midair he pressed down on the button in his palm and hooked onto a sign above the sidewalk.

Swinging forward he grabbed onto the shooter as he swung, carrying him upwards and throwing him up into the air making the man scream. "Hey! I said you could point, I didn't say anything about shooting!" he chastised as he landed atop the sign as the robber fell down towards the street, only to stop inches from the pavement thanks to a webline that rebound and pulled him up over the street as Spider-Man dropped down onto the street.

Catching the gun in his hand he tossed it up to the sign and stuck it to the side so no one would pick it up until the police arrived. "You guys o-woah." he said while his lends widened upon seeing how big the guy the robber had run into was, "One sec." he said before looking back up at the gunman, "Dude you are so lucky I got to you first." he called up before turning back to see that standing in front of the large boy was now the girl who had spoken to the robber, "You ok? He didn't hurt you did he? I'd ask the same to your friend but I think a meteorite would just tickle him." he said, glancing up at the large young man who he swore smirked for a second.

However the young woman was looking at him up and down like a he was statue, "Is that….spandex?" she asked, looking over the fabric covering the vigilante's body. His lenses squinted at her tone of disbelief, for some reason he always was critiqued about the bright red and blue costume he wore when he saved people, he didn't see why he thought his costume was cool. However she was actually smirking, "You made that all by yourself didn't you?" she asked.

"Yeah. So?" he asked.

"Not bad," she complimented "But I think black would look better instead of blue." she advised, "Makes the red pop more and would go with the web pattern." she added, causing the teen to widen his eyes.

"Oh…..thanks….but this is a full body suit and I'm out in the sun all day long. I do not want athletes foot all over my body." he said with a wince which the girl responded with a belching look. "Welp if you're ok then later!" he said before shooting a webline to a building and pulling back on. Flinging up into the air, the brown haired girl couldn't help but smirk as he swung away.

"….he's got a nice butt."

"Coco." her friend reprimanded.

"It's a compliment big guy, and spandex doesn't hurt either." she teased as she walked ahead of her teammate while he fallowed behind her with her two large bags being held in his hands which neither the thug or the vigilante seemed to take notice of.

* * *

Peter had arrived at the cinema to meet up with Harry albeit tarty because of his intervention with the storefront robbery, thankfully they arrived in the theatre just as the previews and trailers finished wrapping up. Two hours later the two walked out of the theatre with the Osborn heir not all that impressed with the film. They were close to Harry's home and decided to head there for lunch, "Ok the effects were good but I still think the acting was 'meh' at best. What about you Pete?" he asked his friend, who had a almost terrified look on his face.

The movie they had seen was about a scientist who had accidently crossed his DNA with that of a average housefly. And slowly over the course of the movie turned into a fly/human monster. _It hit a little too close for home to be honest Harry._ he thought to himself, "It was good, still I liked that one we saw last week about the thing from outer space. That had awesome effects." he argued.

Harry shocked Peter when he revealed that he was a huge fan of old science fiction and horror movies, Peter's Uncle Ben had watched countless old ones with him when he was just a little kid. "Yeah but still teleporting is more real than aliens." Harry replied as the elevator doors opened and they stepped out into the Osborn penthouse.

Peter's insecurities about coming here had been dashed when Harry invited him over to hang out while his father was home. And Peter had to admit, Norman was a pretty cool dad in his eyes. He was intimidated when he first met the suited businessman but when he arrived to see Norman and Harry watching a documentary on Mount Glenn with purple slippers on, the more harsh image was quickly dashed.

Entering the home, Norman was sitting in the living room on his laptop wearing a set of glasses, "Hey boys, how was the movie?" he asked without looking up.

"Dad, scientific question here, which is more realistic? Teleportation or Aliens?" Harry asked bluntly, wanting to prove his friend he was right in his opinion.

"Teleporting." Norman said bluntly as he glanced up a his son while he wrinkled his nose at his father, "Harry I literally have a scientist working on teleportation at Alchemax." he stated in his own defense, causing Peter's eyes to widen in excitement at that bit of news.

"Wait, you mean Professor Johnathan Ohnn? I've read his work on quantum entanglement across multiple plains of existence but I didn't think he'd reach any practical applications for another few decades at best!" he stated excitedly, both the father and son stared at him. One with impression and the other with confusion, the teen was suddenly flustered as he put himself in the spotlight of the two, "I read _Science Weekly_ ….every week." he admitted bashfully.

Norman let out a chuckle as Harry rolled his eyes, "Ok Professor Parker, would you like peanut butter on your sandwich or would you like something more intelligent like….I don't know, olives?" he asked as he made his way towards the kitchen.

"Both please Igor." Peter called out, Harry flipping him off in response as he walked through the door to the kitchen, leaving Peter alone with Norman.

"So Peter, Harry told me that you tried to get an internship at Alchemax a few months ago." Norman began, the teen suddenly thought of his fight with Otto Octavius at Norman's office in which he was defeated. Not his best moment, "I'd be more than happy to put in a good word for you and see about getting you a place there." he offered the teen, causing his eyes to widen at his proposal.

However he quickly frowned slightly, while he reveled at the prospect of working under someone like Norman he quickly realized something. Between working at the bugle, going to school, and being Spider-Man there wouldn't be enough time for it, not to mention hanging out with Harry or his other friends like Yang and Ruby. "Um, I apricate the offer Mr. Osborn but between work and school. I'm not sure if I'd have enough time." he lied.

Norman seemed put off by the reply, almost like he was slightly offended. For a second Peter was afraid he had upset him but the scientist slowly nodded with a solemn expression, "I can understand that, you have to have priorities. School and work are important, but Peter you should also know that….you need to be willing to sacrifice some things for your own betterment." he explained.

The words struck a cord in Peter, he thought of his life as Spider-Man and how it sometimes made his normal life more difficult at times. "I….I'll have to think about that Mr. Osborn." he said, making the businessman smile. As Peter took a seat in the chair, neither of them noticed the door to the kitchen ever so slightly ajar with Harry listening from the other side.

The Osborn heir frowned slightly at the advice his father had given his friend, a tang of jealousy in his chest as the fatherly advice that his. He looked down at the plates in his hands, his father didn't really show an interest in what he did….but then again he didn't really do anything. He wasn't into sports like Flash, or science like Peter, he just…didn't have anything. _Maybe it's time I changed that._ Harry thought as he walked through the door.

* * *

After spending some time at Harry's place, Peter quickly changed back into his Spider-Man costume and went on his last patrol for the day before heading home for the night. He was halfway through his patrol and there was still nothing that caught his attention, "Hello! Bad guys? Thieves? Murderers? Stand-up comedians? Friendly Neighborhood Spider-Man." he called out aloud as he swung over the sidewalk for a long stretch before leaping from his web and planting his feet onto the side of a building between windows and sitting up in a crouch. "Seriously I'll even take a purse snatcher." he called out across the people below.

He rested his elbow on his leg as he cradled his chin in his palm, _Man the one time I want some action and there's nothing to really do….I mean I guess that's a good thing but still doesn't cure boredom. What's the point of super spider powers if I can't use them?_ he thought to himself. His lenses slightly widened at a realization, what was school going to be like when he had to go back?!

He'd be lying if he said he didn't enjoy being a superhero, nothing was like swinging weightlessly through the air or rushing into a gunfight and coming out as the only guy standing. It was almost addicting to how much fun it could be, and with no school he was allowed even more time to indulge but school started back up in a few weeks. _Oh my god I'm going to be bored out of my mind! I mean I love science class with Mr. Slott but Vale History!? I'll be lucky if I can stay awake!_

He leaned over onto the wall and began crawling across the glass window, the people inside looking up with surprise at his appearance. "Ok one thing I got to do before school starts is put Roman away, end summer with a bang." he said to himself before he felt a vibration on his belt. turning over so his back was to the window, he reached to the rim of his upper costume and pulled it up past his belt where his Scroll was clipped to. He saw that it was Yang who was calling him, pulling the bottom of his mask up he answered the call with a, "Heya Yang, what's up?"

He heard her snort from the other end, _'Did you just say Heya?'_ she asked with amusement.

"It's an acceptable form of greeting, what of it?" he asked with a small smirk. He could almost hear her roll her eyes at his goofiness.

 _'Nothing you dork. I was just wondering….you work at the bugle right?'_ she asked, Peter frowned at the mention of work, Jonah didn't buy any of his last batch of photos and so he didn't have a cashflow this week.

"I will pay you anything to take my job away from me." he bluntly said.

 _'It's that bad?'_ she asked in disbelief. Peter knew that Yang had never had a part time job before, but he had told her about his boss and how much of a hard-ass he could be at times. However he suspected that Yang believed he was making it sound worse than it actually was, which honestly made him want to invite her to the Bugle and show her what a day at working there was like, tinnitus and papercuts.

"He didn't buy any of my pics. Why?" he asked, suddenly wondering why she was calling about his job.

Yang held herself from speaking for a moment, _'I was hopping you could…maybe do me a favor?'_ she asked with hesitation in her voice.

The vigilante shrugged as a flash went off behind him, turning back he saw the inhabitants inside the building taking pictures of him on their scrolls, "Yeah just a sec," he said before covering the receiver and turning back at the onlookers, "Sorry guys this show isn't free! You want pictures pick up the Daily Bugle! You'll get a laugh from the headlines." he said before leaping from the side of the building as swinging down the street, holding the phone back up to his head. "Yeah Yang, sure thing. I'm not there now but I can swing by…heh."

 _'What's so funny?'_ she asked as he threw out another webline with his free hand, swinging around a street corner as he did.

"Oh nothing, dumb joke. You'd have to be here." he responded while bemused by his own wordplay. "So what's the favor?" he inquired as he leapt off his webline onto the side of a radio tower, sitting on one of the metal structs.

 _'Well I'm going to send you a picture I found, you think you could ask around if you get a chance? See if anyone knows anything?'_ she asked, a twinge of nervousness in her tone. Peter suddenly felt concerned for the blonde, he never heard her talk like this before and the request itself seemed odd.

"Yeah Yang, sure…..are ok you sound kind of….disheartened." he noticed.

There was a pause from the Xiao Long girl, _'Yeah I'm fine.'_

Peter didn't buy it, "Yang you listen to me when I got problems, least I can do is the same." he offered earnestly. Yang had been a shoulder for him to lean on whenever he needed it, and while she couldn't listen to all his problems the ones she did hear felt great to get off his chest and talk to someone about.

He hoped that was smiling on the other side, maybe touched by the gesture, _'Thanks Peter…..but this is something personal. And….'_ she stopped herself and the line was silent for a few tension filled seconds before she spoke again. _'Can you keep a secret?'_ she asked.

"Like you wouldn't believe." Peter said before he could think.

 _'Then can we meet? This isn't something that I should talk about over the phone.'_ she explained.

Peter nodded even though she couldn't see him, "Sure. I can be at my house in like twenty minutes." he suggested, "Aunt May is going to be out late tonight with the neighbor." he added, offering the benefit of no interruptions.

 _'Thanks Peter. I'll see you there.'_ Yang responded with gratitude, bringing a smile to the teen's face as he hung up his scroll. Snapping his scroll back into place on his belt he pulled his mask back down over his face, as he was about to leap from the support beam when gunshots rang through the air. His head whipped to the source where he saw a man in a black suit, red tie, and matching hat running away with a silver case from a man lying down in the street with the surrounding bystanders recoiling in fear.

Dread gathered in Peter's chest as he swung down to check on the man who had been shot, landing beside him the teen was relived to find that the man was still breathing and alive, the skinny man's arm was bleeding but it looked like the bullet just grazed him. "Aggghhh! He shot me! I can't believe he shot me!" he shouted as he held onto the wound. Spider-Man looked back at the shooter as he bolted across the street.

He looked exactly like guys who were with Roman the night he robbed the Dust Shop, _Got to get this guy to the hospital. I'll find you later._ he thought as he dug into his belt and threw the last spider tracer he had at the gunman, the small device landing on his back as he ran, Spider-Man turned his attention to the wounded man, "Don't worry I'll get you to a hospital." he assured as he reached for the man.

He immediately backed away, "No way! I know you! You're that Spider nutcase! I'm not going anywhere with you!" he protested. The wallcrawler held back a groan of frustration, he wasn't going to just leave this guy here even if the wound wasn't that serious.

"Just let him take you!" one of the onlookers said.

"He should have just given him what he wanted." another muttered which Spider-Man overheard. Spider-Man remembered the shiny case the gunman was carrying when he ran away, he had a pretty good guess what was inside it considering who stole it.

"Ok then can someone call an ambulance?" he asked aloud before moving to the man's side where he was shot. Quickly taking his arm before the man could react, he sprayed a coat of webbing and wrapped it around the wound.

"OW! What are you-help! Someone stop him!" he shouted at the onlookers who were either still shocked from the shooting and were unable to act or they were too scared of the masked vigilante to interfere.

"Relax I'm making a tourniquet. It'll stop the bleeding and the webbing will dissolve in like an hour or two." he said, trying not to upset the man any further than he already was. He knew that his help wasn't wanted or needed so he leapt from the ground into the air and threw out a webline and swung away. _Of course when I try to help out people hate me, or worse are scared of me._ he thought sadly.

* * *

After hitching a ride on a train to Patch, Spider-Man leapt through his neighborhood towards his house. Sliding down the roof of a house he jumped off at the rim across the street ono the next tiled roof and scurried up the side of the home across the street from his house, peeking over the roof he saw Yang's bike parked outside his house with the blonde just walking up to his porch. _Crap!_ he thought before leaping across the street to his home.

Yang stopped as she heard a loud thud, looking around she looked for the source only finding noting out of place. She shrugged before stepping up onto the porch and knocking on the door, "Just a minute!" she heard Peter's voice from inside. Meanwhile up in peter's room, the teen was frantically pulling his mask and gloves off, he had barely made it inside his room when Yang had knocked on the front door and now he needed to change before-

"Peter?" Yang's voice came from downstairs, "I kinda let myself in, hope you don't mind." she said, looking around the living room of the Parker home.

"N-No, no problem!" Peter called back down as he lifted his leg and began to take his red boots off, hopping back on his one foot his back stuck to the wall of his room beside his door. _It'll take way too long to change! What am I going to-_ he stopped when he saw his dirty clothes from yesterday beside his clothes hamper. Dropping from the wall, Yang heard another thud and looked up.

"You uhh….you ok Peter?" asked, somewhat concerned that she heard another heavy sound from upstairs, part of her thought to go up to see what was going on but the fact that this wasn't her house made that idea seem like a serious invasion of privacy. However she found herself stepping up onto the landing of the staircase and begin to climb against her better judgement.

Peter suddenly appeared at the end of the staircase, fumbling slightly until he laid his hand against the wall with a strained smile, "Hey! Sorry I was uh…fiddling in my room." he explained. Yang's cheeks puffed out as she held back a laugh, Peter suddenly realized the innuendo, "I mean not that! I had stuff I needed to…to…talk you wanted to talk?" he mumbled out, not wanting to make more a fool of himself than he already had. The blonde nodded as she walked past Peter, causing the teen to preform a double take, "Where are you going?" he asked nervously.

She pointed down the hall towards his room, "Well it's more private then the living room. You don't mind do you?" she asked politely, understanding if it was overstepping.

 _A girl wants to go in my room. A beautiful girl wants to go into my room. An amazingly beautiful girl wants to go into MY ROOM!_

"….yeah, sure." Peter nodded, keeping his thoughts bottled up as Yang gave him a nod of appreciation. Entering his room, Yang noticed that Peter's room was surprisingly clean except for his desk with an array of papers and notebooks. But what caught her attention right away was the poster on the wall beside his window which had a Midtown Science Fair with the first place trophy right beneath it. Peter had a sudden urge to hide them both in his closet but it was too late.

However she smiled at the rocket shaped prize, "Cool trophy. How'd you win?" she asked curiously as she turned back to him as he folded his hands in front of himself, feeling he had been caught red handed doing something.

"Um….I made this model of an Organic Molecule." he explained, only getting a confused look from Yang in response. "It's a science thing." he slightly clarified. Yang nodded but didn't seem to fully understand, "So….what did you want to talk about?" he asked.

Yang's smile faltered slightly before taking a set on his bed and Peter in his desk chair, Yang took a deep breath before she spoke, "So…..about Junior…" she began, Peter now could clearly tell she wasn't entirely comfortable with disclosing her reasons for her request. But the blonde huntress in training sighed before the words finally came to her, "I told you about how….when Ruby's mom died….we all had to deal with it. My dad took it hardest of us all….not because he lost her….but because she wasn't the first to leave him." she explained sadly.

Peter felt a pit form in his gut, he had never met Yang's dad but the way she talked about him it was clear that he was a loving father to both Yang and Ruby. But he knew what it was like losing someone you love, but for it to happen again….it didn't even want to consider what that felt like.

Yang, seeing his downcast features quickly reiterated, "Ruby's mom was Summer Rose….my mom though….she left me with him when I was born." she clarified, reliving Peter only slightly. "And….when I found that out I started looking…and I haven't stopped." she finished before pulling her scroll out of her pocket and bringing up a photo of her mother she had before showing it to Peter. The teen leaned in and took in the woman's features, it was clear that Yang took after her mother in terms of general appearance but while Yang's hair was curly and wavy her mother's was more spiked and wild. But the eyes were what drew his attention, Yang's was a sweet lilac color while her mom's were a fair shade of red.

Yang awaited his response, he was the first person outside her family that she told about this and every second that passed by she felt like she shared too much. "I….I kind of get that." he finally said, the Blonde's breath let out through her mouth. The teen in front of her twiddled his thumbs in front of him, "When I was little I thought my aunt and uncle where my mom and dad, I mean they raised me since I was a baby so it wasn't that much of a stretch." he justified with a smile that Yang mirrored. "But one day they sat me down….and told me about my real mom and dad…..I asked them so many questions and they gave the best answers they could but…..it wasn't enough."

Yang bowed her head, hearing about someone was not the same as meeting and talking to that person, "Yeah…..I just….the biggest one is why you know? Why leave? I mean I have a hundred different ideas why in my head but without being sure…" she drifted off, her point coming across to the teen.

Peter pressed his lips firmly together, trying to come up with the right thing to say to the blonde to at least try and cheer her up. "I don't mind doing this Yang." he stated, making the blond look his way, "Seriously whatever you need? I got you're back." he assured, causing Yang to smile.

The sight made his mouth twitch, "Well I'm glad to see you got the spine for it." she joked, immediately making Peter frown. "Ah come on that was good! Back? Spine? Ehh? Ehhhhhhh?" if she could reach over she would elbow his side but she settled on making her eyebrows wiggle with enthusiasm.

The teen sighed, "Alright fine that was good. It's better than Uncle Ben's dad jokes." he thought. He loved his uncle to death but some of his attempts of modern humor were cringeworthy at best.

Yang grinned, "I'll have you know I got my wonderful sense of humor from my own father, thank you very much." she boasted, leaning back while she crossed her legs. She looked at Peter and they both snickered amongst themselves, "But thank you…really. I mean it." she said gratefully, causing the teen's cheeks to flush. "So what are your new neighbors like?" she asked suddenly.

Peter could only shrug in response, "Well the woman there seems nice. May really likes hanging out with her, but I haven't met her niece." he explained, Yang raised a brow at that, "What? I got things to do! I got a job!" he defended himself with. He always seemed to miss the neighbor girl which seemed almost ludicrous considering she lived right next door to him.

"You should feel bad." Yang chastised.

"I kind of do now." he admitted as Yang got up from his bed. "So….feel better?" he asked hopefully.

She nodded, "Yeah I do….thanks Peter." she said earnestly as Peter stood from his seat and escorted his guest through the door to his room. Peter felt a strange relief in leading Yang out of his bedroom, mainly because his mask and gloves were webbed to the ceiling along with the boots of his costume. The rest of it he wore under his clothes like a set of underwear.

 _Why didn't I think of this sooner?_ he asked himself mentally as he led Yang to the steps, "You know that if you ever need to talk with anyone…" he trailed off upon feeling her hand on his shoulder, looking up at her his heart skipped a beat when he saw the smile she had.

"Thanks Peter….same goes to you." she said as she walked down the stairs towards the door, a small voice in Peter's head told him to ask her to stay and maybe just hang out….but he couldn't. The tracer he put on the shooter only had a battery that would last a few hours at most and he needed to get a move on, _And just when we were starting to click._ he thought sadly as the blonde bombshell exited the Parker residence while Peter went back to his room to change back into his costume.

As Yang made her way out to her bike, she noticed that her ride had an onlooker, a girl around her age. When she saw the blonde approaching she stood up straight with a sheepish expression, "Sweet ride." she complimented, causing the blonde huntress to smirk proudly. She got compliments for her motorcycle all the time and every time she couldn't help but enjoy it, "So is it yellow to match the hair?" the redhead asked, gesturing to Yang's golden locks.

Yang ran her hand back through her long hair, "That obvious?" she asked.

The girl nodded, "Sorta but you pull it off, no way I could manage that much hair." she replied, her hand combing her own locks and twisting a finger around a few strands. "You wouldn't happen to know the Parkers would you?" she asked curiously, Yang nodded in response. "What's Peter like? I've only met his aunt, she seems pretty cool but….well she says that he has a 'wonderful personality'." she explained.

Yang and the girl both shuddered, "Ok he actually does for one, it's not a euphemism."

"Good to know." the girl replied.

"He's kinda scrawny….well average actually….actually I think that's the best way I would describe him." she said, thinking of the best way she could explain Peter Parker to this girl. "He's actually home if you want to try and meet him." Yang explained, walking over to her bike and getting on the seat.

The girl shook her head, "I really should…..buttt there's this house party a couple blocks from here and he's my neighbor, I got to see him eventually." the girl reasoned.

Yang grinned with a sly look, "Ahhhh, a girl with priories, I like you already…..I'm Yang by the way." she said, raising a hand for the girl to shake which she did.

However her eyes also widened, "I should have known! May talks about you all the time, she says you're like a sunny day wherever you go." she complimented, causing Yang's cheeks to flush from the praise. "You want to come with? I'm sure no one would mind another girl showing up. Especially on a motorcycle, you'll definitely get like ten times more attention before they see how pretty you are." she invited.

Yang felt like her face was on fire, "T-Thanks, but I got a thing I need to do. It was nice talking to you though!" she quickly added, trying not to sound rude. However the girl waved her off as she fastened her helmet onto her head, as she drove off Yang exhaled a breath she didn't know she was holding. _That's Peter's neighbor?! Oh man he is so screwed._ she said before shaking her head to herself.

* * *

Peter had snuck out the back window of his house to make sure Yang didn't see him before swinging towards the direction the Spider Tracer was located. While his Spider Sense could pick up the tracer from a few blocks away, he managed to create a small compass that tracked them as well. Not a literal compass mind you, just a app he programmed on his computer and downloaded onto his scroll which could tune into the frequency that the Tracer used.

"Well I can feel it now so I should be pretty close by." Spider-Man said out loud as he fell through the air before throwing out a line and swinging across a rooftop and flinging himself off at the end of the arc. Landing on top of a radio antenna, he looked around the area for anything that resembled a hideout, however when he saw an apartment building he realized something, "Wait a sec that's the same place that Chameleon was hiding out after he tried to kidnap that mean girl!" he said, leaping off from his perch and swing across the road and over a building to the side of the apartment building he had fought and captured Chameleon at.

 _I guess it would make sense that a bad guy would hide out near other bad guys._ he reasoned as he looked around the area. He then noticed pulsating lights coming from a building right by one he was on. His Spider Sense directed him towards the club, the thug had to be inside, leaping off the wall he fell down onto the roof of the club and rolled across the roof into a run towards the other side. Diving over the ledge he spun a web at the wall and swing down back to the side of the club beside a large glass window.

Looking inside, peter saw that the club was very much active. He couldn't see the dance floor clearly but the way that people were enjoying themselves, he also noticed the place was crawling with the same henchmen that Roman paraded around with. When his eyes scanned the Bar they widened when he saw Roman himself was here! The criminal was at the bar and seemingly arguing with a man in similar dress to the thugs only sans the hat, glasses, and jacket. _Oh this is perfect! I got Roman and his manpower provider here at once! If I can get in there and take them down I can stop these Dust Robberies!_ he thought excitedly before calming himself down.

"Ok Parker think this through, you need a plan." he said as he crawled around the window so that he wouldn't be spotted. "I know Roman won't care if any innocents get caught in the crossfire, so I can't jump him here…..but maybe I can do one better." he said as he leapt forward and swung around the building and jumping off onto a tall lamppost over the parking lot where a number of cars where parked. "Alright so Roman has got to know where all the dust is at, meaning he'll have go there after a heist so if I put a Tracer on his car I can fallow it back to his stash. I can take him, the dust, and maybe even his boss down in one fell swoop!" he said excitedly.

It was a solid plan, and if he pulled it off right he would have stopped the Dust Robberies all throughout the kingdom singlehandedly! All he needed to do was wait until Roman left and see which car he took, then he could track it back to where Roman stashed all the Dust. pulling his costume up slightly he reached for the slot he put his spider tracers in to pull one out when he made a realization, he used the last one on the thug that led him here!

 _Oh man I'm such an idiot! The least I could do is collect them from bad guys after I web them up!_ he chastised, as a familiar yellow motorcycle pulled up on the curb. Peter's eyes widened to the size of dinner plates as Yang Xiao Long strode towards the club with a confident sway in her hips. _WHAT'S SHE DOING HERE!?_ Peter freaked out internally, bad enough that Roman was here and he couldn't find a way to track him but now he had to make sure Yang didn't get hurt.

The teen ran a hand over his masked face, "Yeah because this wasn't complicated enough already." he bit out sarcastically before he was joined on the lamppost by a black crow. Peter looked over at the bird as it tilted it's head questionably at him, "I don't suppose you have an idea on how to make sure she doesn't get hurt and find a way to track a dangerous criminal?" he asked.

The crow only cawed in response, "No that won't work. Last time I tried that….well you're better off not knowing." he said as he grabbed the bottom of his suit when he realized something. "Wait my camera! I can snap a pic of Roman's car and plate and later I can have Lamont put out a APB on it! Good job Spider Crow!" he exclaimed as he unclipped his camera from his belt while the bird gave him a blank look.

A moment after Yang entered the club, Roman walked out through the entrance and made his way towards a expensive looking car parked close to the entrance. Spider-Man raised the camera to his face and fallowed the car as it backed out of the parking space. "Say cheese Roman." he said cheekily before snapping a few pictures of the car including the license plate. Snapping the camera back onto his belt he leaped from the post and swung around the building to the side where the windows where.

Things inside had escalated, mainly do to the face that Yang was now gripping the guy who Roman was talking to when he first looked inside by the junk painfully. The teen couldn't help but wince for the fellow male while simultaneously aweing at just how brave Yang was for pulling something like that all while the henchmen around the club surrounded her with weapons, before he could swing in and save her however Yang let go of the man's family jewels.

Peter watched as the man semi limped away a few feet before Yang caught up to him and offered up a kiss for reconciliation. The man puckered up….only to get sucker punched halfway across the room through one of the glass pillars in the corners of the dance floor. "Oh crap I better get in there." Spider-Man realized before juming back from the building and sending a webline to the glass window, pulling back on the webbing he tucked his legs in as he broke through the window and into the club as the civilians emptied out.

 **(Play 'I Burn' by Cassey Lee Williams)**

"It's Spider-Man!" one of the men surrounding Yang shouted, getting their attention as the wall crawler landed on the dance floor a few feet away from Yang.

"Gentlemen please, I'll give you all autographs just let my dance partner go." he implored as two of the men armed with knives came up from behind him. The vigilante flipped forward and kicked his feet out into the men and stuck to them as he caught himself in a handstand and pushed the three of them up into the air and tossing the two into the group surrounding, "Sorry guys I was actually talking to the blonde." he said, Yang smirked as she launched herself upwards as well.

Her golden bracelets extended across her forearms with barrels pointing out over her knuckles before falling back down to the dancefloor and slamming her fist into the glass floor, sending a shockwave of flames out from around her as Spider-Man fell back down. "Don't think I've met any girls hotter than you." the vigilante teased, making the blonde smirk as she stood up.

She gestured towards the men charging at them, "Shall we web head?" she offered politely to the vigilante.

He shook his head, "Oh no please, ladies first." he replied, making Yang grin before turning to the first henchmen and leaping forward and swinging her foot down onto one of the men's head and then upper cutting another into the air while a pair slowed to a stop beneath her, the blonde kicking one with her left foot before planting it on the ground and spinning her right foot into the second one.

Meanwhile Spider-Man pulled two men into each other and lunged a them, slamming their heads together as he vaulted over them right before a third and backflipping his foot into the underside of the henchmen's head, "So are all clubs like this or is this one of those weird fetish clubs where people like getting beaten up by guys in tights? No judging just curious." he called out as he drove his elbow back into one of the henchmen's faces as he turned, quickly fallowing up with a heavy kick to his chest and sending him clear across the room while Spider-Man turned onto his hand as three more thugs with red swords sliced at him.

The vigilante dodged the slices aimed at him easily, "Hey! Watch it! These costumes aren't cheap!" he jumped backwards onto a glass pillar in the corner of the dance floor and spraying a large web onto the group of three and ensnaring them in the sticky substance before upping over them with a webline still attached. Using his super strength he pulled the trio off the ground and swung them around to gain momentum before throwing them through the glass pillar he was stuck to a moment ago. "Aaaand neither was that thing by the look of it." he said as Yang blocked the sword of another henchmen and countered with a series of quick jabs, each shooting her shotgun gauntlets into the man before a haymaker sent him flying.

Spider-Man felt his six sense blare off towards the wall, looking that way he say upon a balcony the DJ for the club, wearing a huge teddy bear head, pull out a machine gun. "Deadly teddy bear!" he warned Yang before shooting a web and emptying his cartridge at the gun as he raised it at Yang.

However when he tried to pull the trigger he found that the trigger was stuck and unable to fire, looking at his weapon he saw that the grip and trigger was covered with white webbing. The blast of shotgun gauntlets made him look up to see both the blonde and Spider-Man launch themselves at him, both of them punching him in either side of his face and knocking him out cold. The pair looked over their work from down below as Spider-Man pulled his glove up to reload his webshooter, "I did not think my day would include punching out a dude in a bear head." he stated.

Yang shrugged with a large grin plastered across her face, "Melanie, who are those two?" the pair watched as two girls, nearly identical walked onto the dance floor. One of them wore a red dress which puffed out at the thighs with long boots that went up to her thighs along with a set of claws over her hands, while her counterpart wore a similar outfit but in white with long stiletto heels.

"I don't know Miltia, but we should teach them a lesson." the twin replied with a equally bored tone as her sister.

"I was literally all over television last month." Spidey said as Yang unloaded her gauntelt's empty clips before retrieving a fresh roll of concussion shotgun shells and threw them up into the air and swinging her arms out to wrap them around her gauntlets' firing chambers. "Alright which one is yours?" he asked.

The blonde smirked at him, "You let me have last dance, this one is yours." she offered. Spider-Man nodded before diving off the balcony and shooting a line to the ceiling, swinging into the girl in white with a swing kick, separating the sisters while Yang engaged in a fight with the sister in red.

Melanie's heels shrieked across the ground as she stopped herself, looking up she saw the vigilante land in a crouch a few feet away from her on a table, "I don't suppose you actually want to dance, it's just the shoes kind of give me that vibe." he jested before the twin charged him a long swipe of her leg across the table would have hit him if he hadn't vaulted over her.

But she kept the momentum and brought her leg around, his sixth sense gave him enough of a warning however to grab her by the leg before she hit him without looking. Standing up he pulled her off the ground and swing her around before throwing her clear across the room to another glass pillar where she was stuck to the side by his webbing which he shot at her. "Not bad for a guy who only knows the cha cha slide huh?" he asked the twin.

Right before Yang shot her sister through the pillar and into her sister, he looked over and saw Yang fist pump, "Yeah! Double takedown!" she shouted enthusiastically as though it was a game. And the strange part was that Peter was actually having some fun.

However they both heard the sound of footsteps and turned to see the man that Yang had knocked across the room, starting the fight, holding what Peter could only describe as a bazooka. "Ok be honest…..is he overcompensating?" he asked, turning to the blonde who could only snicker before the man aimed the weapon at them.

Peter never felt his Spider Sense ring so hard, he instinctively grabbed Yang around her waist and launched them into the air as the man fired, a half dozen rockes launching after him as the webslinger swung with the blonde up to the rafters. _No way I can let any of those hit me! Just got to pick them off one by one!_ he thought as he let go of the line and landed on a wall and pivoting off, the explosive force sending them spinning through the air before he shot another line.

Spider-Man kicked his feet out and changed their direction so that the webline wrapped around one of the last remaining glass pillars. The pillar took out two of the rockets out leaving just three. They were in a row as they chased Spider-Man through the air and closing in fast, _Ok they're all lined up so….oh I really hope this works._ he thought, "Sorry in advance!" she said before swinging his arm that had Yang up and tossing her up into the air as he leapt off his line and turned.

Time seemed to slow as he aimed both his wrists at the rockets on either side of the middle one. Spraying two weblines out he hit the heads of the two rockets and quickly pulled his arms across to their opposite sides, causing the two rockets to collide with the third in midair, the blast sending Peter into the bar with his right webshooter smashing into the counter.

Yang was falling through the air and could see the ground fast approaching, she prepared for her aura to take a hit when she was caught right before she hit the ground by Spider-Man who had quickly recovered and leapt just over the bar to catch her in his arms like a bride. "That was awesome!" the blonde said excitedly as he set her down onto her feet once again.

Before Spider-Man could reply, his sixth sense buzzed again, "Look out!" he shouted before shoving Yang back out of the way of a large bat which cracked Oeter across the face as a result of sparing Yang. He heard something crack as his back hit the ground. Looking up he saw him land a few quick hits on Yang before knocking her back a few feet. She seemed to take the hits in stride however as she got up with a grin, her golden hair glowing behind her before slamming her knuckles together and fire bursting out from her and charging in close to the man with the bat.

She landed a haymaker with each fist, the shotgun blast echoing over the music before delivering one last strike that made the man go flying across the room in front of the windows. As he staggered back he raised his bat which transformed into a bazooka ut before he could fire, Spider-Man raised his right webshooter and fired, however instead of a stream of webbing, smaller balls of it fired out and hit the thug with enough force to make him drop his weapon.

 _What the-how did-?_ Peter thought before she saw that Junior had grabbed something of her's when she sent him back. A few strands of hair, suddenly Spider-Man's sixth sense was going down his spine, he dove from the floor behind the bar just as Yang stomped her foot down with a battle cry, the entire room felt the shockwave as her hair lit ablaze and she charged across the room, landing a devastating hit on the man and sending him flying out the window as the force behind her punch shattered all of them.

 **(Stop music)**

Spider-Man peeked his head over the bar and looked at the aftermath, _Holy crap…I am never, ever, ever, EVER, getting on Yang's bad side._ he decided before climbing over the bar and hopped over to the blonde as she took a few deep breaths, "You uhhh…..blew the lid off this place…..well done." he said, causing the blonde to chuckle as her gauntlets returned to their rest form.

She spun on her heel to face him, grinning as she placed her arms behind her head, "Thanks I-Oh man! Your eye!" she shouted when she saw the damage done to his mask. Peter reached up to his face and felt what she meant, his left lens had been cracked when the bat guy smacked him in the face.

"Ah man, it took me a full day to make those lenses!" he complained, putting the blonde's worries at ease, for a second she was afraid that he had sustained actual damage to his eye but he seemed to be fine. When Peter saw the relief he smiled, even though Yang couldn't see it, "Eh don't worry, takes a lot more than a bat to the head to take me out. What about you? You got smacked around a little." he asked with concern.

She smiled at his worry for her, "Eh my aura took the hots. Plus my semblance makes whatever damage I take double what I give them back." she said as she reached her arms out and interlocked her fingers before stretching her arms back over her head. "Thanks for the assist, this went better than the first time we met." she said, looking across the room at the thugs that they had defeated.

"Oh yeah, Doc Ock at the pier! Knew I recognized you from somewhere." he feigned, "I was actually looking for someone else, guy about this tall, orange hair, bowler cap, pretty sure he wears eyeliner, don't suppose you overhead where he was going?" he said as he raised his one hand to about Roman's height. The blond brawler shook her head, "Figures….well it was nice partnering up with you but I gotta web these guys up and leave a note for the cops….it's my thing."

Just before he could begin gathering the men across the room, Yang spoke up, "Wait um….could I ask a favor?" she asked somewhat hesitantly, the vigilante turned to face her, "Well….this is kinda awkward but….my little sister, she's huge fan of yours." she revealed, causing his eyes to widen. Ruby was a fan of his?! "I don't suppouse you could….you know, give me an autograph or something?" she asked.

"Sure!" the vigilante said excitedly, taking Yang off guard as he pulled up on his shirt to show a utility belt, she could only watch with confusion as he pulled out a folded paper and small pen and began to write. When he saw her looking at him strangely he stopped what he was doing, "What?"

"Nothing it's just….you're really excited about this." she commented as he began writing, "Her name is Ruby." she added.

"Well yeah, this is my first time anyone's asked for an autograph, wouldn't you be excited?" he asked as he continued writing. And Yang had to admit, she couldn't really argue with that sentiment, "Aaaand there! Hope she likes it." he said before handing it to her and looking over what he read.

 _To Ruby from of your Friendly Neighborhood Spider-Man!_ it read with a small doodle of his mask in the corner of the paper. Yang couldn't help but chuckle, "Friendly Neighborhood Spider-Man? I like it." she said, finding the moniker uplifting. However when she looked up she saw that Spider-Man had already gathered up all the henchmen and suspended them above the dance floor like a disco ball in a large net of webbing. "Woah….dude works fast." she noticed before turning to the window she knocked junior through and jumped out of it onto the street.

* * *

Headmaster Ozpin looked over the headline of the daily bugle with a unimpressed look, the front page featured a photo of Spider-man in what looked like a club fighting a number of men with the headline reading **'Masked Menace Causes Catastrophe at Club!'**. The headmaster placed the paper down onto his desk and instead focused on the individual in front of him. Wearing a grey tail ended shirt, black pants and shoes with a red, tattered cape was Qrow Bradwen, one of his most trusted allies "So what did you think of our Kingdom's latest sensation?" he asked bemusingly.

The huntsman sighed from his seat, "Well from what I can tell, he's a smartass." he began, causing Ozpin to chuckle, "But he's a really smart smartass, he figured out a way to track down the men to that club with something he made by himself." he explained as he grabbed the paper and looked at the picture, "Another thing is this guy has never been trained, ever, not to say he doesn't have talent. He's got great improvisation and if he got real training? He'd could clear the club without my niece's help." he added.

"But the most interesting thing is he had a camera with him to take pictures of Roman. And it looked like he took that thing everywhere with him but he sets it up before he gets in a fight or something and sets it to auto shoot and it takes pictures of him. Just like this one right here." he said, pointing to the picture before his finger went down to the name credited for taking them. Peter Parker.

Ozpin smiled, "I must admit, it's a smart way of making money. Getting paid to photograph yourself while helping people…..now then, let's see what we can learn about Mister Parker."

* * *

 **AN: Fricking DONE! Finally I've been working on this thing for the past week, but with my Wifi acting up again I couldn't always watch the Yellow trailer for reference.**

 **Now then, Yes, I've seen Spider-Man PS4 gameplay from e3. Yes, I am going to buy it the second it's out. And…maybe I'll buy the collector box? It's like 50 bucks but you get a backpack, a mug, a hat, a pin, a notebook, and two mystery items and I'm really sure one of them is a webshooter.**

 **Now the next question is will I have the PS4 suit in this story? Well…..I gotta say it's really grown on me but….i mean the red and blue is so fricking classic. I don't know, maybe? Also I was wrong, Amazing Spider-man 801 is Dan Slott's last book and it's a perfect story for Spider-Man. I might actually buy it instead of reading it online it's so good.**

 **Anyway we got our first glimpse of the neighbor girl that Peter keeps missing, I was tempted to give away hints without giver her name but you'll all meet her soon enough. Next chapter we get into the actual first episode of RWBY! Which might be just an excuse for me to rewatch volume 1 but frankly I don't care…it'll be weird seeing shadow people again.**


	8. Chapter 8 (School's in Session)

**School's in Session**

 **AN: Well so much for trying to be mysterious and tease you all about Peter's neighbor since I forgot to delete that one mention of her being a redhead! Seriously as soon as I read it over on the site I facepalmed at how I forgot to delete that. Anyway, onto reviews.**

 **Dragon Naruto: You'll figure that out now!**

 **Sailor Luck: Yeah, I still don't know how I feel about Ozpin. I mean his methods are questionable at best and I don't seem to be the only one who thinks so. And yes, Peter is so screwed he might as well be through a board.**

 **awesomerelbel55: Yeah Spidey is in Oz's crosshairs and he doesn't even realize it.**

 **Justus80: I mainly take from the comics as an inspiration but do my own little twists on them like how the movies do. And don't worry, the Sinister Six won't be showing up anytime soon, those seeds got a while before they bear fruit.**

 **Dr4g0nb411z: That's the best feeling in the world right there :)**

 **MajorBrony95: Glad you like the story! I have plans for Venom, Carnage will be a little tricky, but I think I'll be able to come up with something for him. And while I don't see Yang as the jealous type that image you put in my head…. I really want to see it now.**

 **Animeking6: That…is an excellent question.**

 **keys of fate: Here you go!**

 **Maelstrom Resurrected: No Ruby isn't going to become pseudo spider-Gwen, I think Miles might come in at some point in the later volumes though. But like WAY LATER Volumes, I mean Rwby has plans for Ruby into her mid-twenties or something crazy like that. So, we got time. As for how far I planned I got solid plans for the story up until volume 5. I need to see what exactly happens in volume 6 to make concrete plans, as of now I got like five or six ways that volume could end with Spidey involved but until I see where RT takes it? Gotta be patient.**

 **Atom King: Always happy to deliver a good action set piece.**

* * *

The week after the fight at the club, things in Vale were surprisingly peaceful compared to how Peter's summer vacation had started with. However, like most good things it had to come to an end soon enough. Next Monday would signal the start of the school year and the end of summer vacation, both for standard schooling and the Huntsmen academies. Which is how Peter found himself school shopping with Yang, Ruby, and Harry….although the boys were left speechless at what the sisters were supposed to buy for their classes.

"Should we get armor piercing ammo or the dust infused?" Ruby asked herself out loud as she looked between two ammo clips from behind a glass case. Meanwhile her sister was busy browsing modifications for her gauntlets which would allow her to increase her rate of fire. This left Peter and Harry to watch with disbelief as two girls around their age browsed weapon modifications of all things.

"…..we're normal, right Pete?" Harry asked, looking down at his shopping cart full of school supplies and then at the one that the girls had. His own containing notebooks, pencils, color coded binders, and set of erasers. Meanwhile the girl's had enough ammo to supply a small town.

Peter could only shake his head, "That depends on who you ask but yeah I think so." he said as Ruby brought her purchases up to the cashier with mouse ears. He had been curious to see what Yang and Ruby would need for their school year, but if this was what was needed to be a huntsmen? Peter was poor enough as is, there was no way he could afford a percentage of what the girls needed for school.

Heck his webshooters cost him about fifty bucks a piece and the web fluid was half that much, and that still left him with barely any spending money for himself. Not that he wouldn't mind giving himself an upgrade, he had a few dozen ideas but without the proper funds he couldn't apply them. Like when he discovered his web shots last week during his fight with Yang, he had crushed the nozzle on one of his webshooters so that if fired out concentrated balls of webbing.

He could easily make a modification to his webshooters to do something similar if he had the right parts but there was only one way of getting the without buying them. And Peter hated the idea, "Thanks for waiting guys, sorry it took so long but Ruby is reeeal particular about what mods she gets for her weapon." Yang said as she walked over to them. The younger sister stuck her tongue out at the blonde before Yang trapped her in a headlock, "So where to next?" she asked, ignoring as her sister struggled to break free of her grip.

"Anyone hungry?" Harry asked, Peter raised his hand at the same time as Yang's. Even Ruby took a break from her struggle to raise a finger up, "Alright then how about we grab some food before we go?" the Osborn heir suggested. With no objections he led the three to the food court for something eat, after they each grabbed their food from their preferred establishments they met at a table and began to eat.

As they ate, Peter noticed a few familiar faces sitting a few tables away. Flash, Randy, and Kong were sitting at a table. Thankfully Yang was sitting in their line of sight and with her hair they shouldn't be able to see him. Tapping his foot against Harry's shin, her subtly gestured to Flash and his friends, making his eyes widen. They had managed to avoid Flash throughout the entire summer but with school starting out the only way that they would be able to avoid him was if by some miracle they didn't have any classes with him.

"So Peter, you met your neighbor yet?" Yang asked with a teasing tone to her voice. Peter simply frowned at her. She had told him that she had gotten to meet his mystery neighbor girl and that she seemed to be very nice, funny, friendly, and as Yang eloquently put it, 'More than Peter could handle'.

Harry hadn't heard the news however, "Wait seriously? You met her? What's she like?" he asked inquisitively.

"She's….petty cool." she said simply before taking a sip of her drink, smirking to herself as Harry frowned at her bare bones description. "If you're curious then go meet her yourself. Just go over to her house and knock on the door." she explained simply, causing Peter and Harry to share a look. They both had the same experience when it came to making friends with people of the opposite sex, as in they needed an introduction.

When they remained quiet, Yang shook her head, "Take note Ruby. Boys can be inept when it comes to making contact, it's up to us girls to make any progress." she explained with a smirk.

Ruby didn't seem to understand, "Why are you guys so nervous, if she's nice then it shouldn't be hard to be friends with her." she said simply. Honestly to her it seemed that Peter and Harry were making this a lot harder than it needed to be, she wasn't the most sociable of people and even she knew that it was easier to make friends with more….well, friendly people.

Yang reached over and patter he sister on the head with a proud expression, "Listen to her, she might be young and innocent but she is wise beyond her years." she said sagely. Ruby's words might have carried more weight to them if the two hadn't seen her blowing air down her straw into her milk to make it bubble before snickering to herself like some sort of mad scientist. "Peter," his name caused him to focus on Yang, "Just relax, girls aren't going to bite your head off if you just say hi to them." she said reassuringly.

He had to hold back a dry laugh at that, _Tell that to Liz Allen back in freshmen year._ he thought before he realized something. Glancing back over Yang's shoulder to the table where Flash was sitting at, he saw that Gloria and Sally where sitting at the table with their boyfriends but Liz wasn't anywhere to be seen. _That's odd those six hang out everywhere._ he thought to himself.

Yang suddenly waved her hand in front of face, "Hello? Remnant to Peter? Did you hear me?" she asked. The teen shook his head and refocused on Yang, "I asked are you going to enter the science fair again?" she asked, making both Harry and Ruby perk up at the mention while Peter's ears burned with embarrassment.

"You have science fairs at your school!? Awww, lucky…" Ruby whined before taking a bite of her salad.

Harry grinned as he wrapped an arm around Peter, "Count yourself lucky Ruby, if you had to compete with Peter? You wouldn't stand a chance." he boasted for his friend. From the way Yang smiled he saw that it actually worked, "Pete won last year's fair by a landslide."

"Really?" Ruby asked with excitement.

Yang nodded her head, "Yep, I saw his trophy. He's gotta be pretty darn smart." she complimented, making Peter's entire face turn red from her praise. He felt like he was being teased but in a good way, not the way that usually ended with him wanting to just turn invisible for the rest of the day. "So are you entering?" Yang asked.

Peter however shook his head, "Nah, I mean I'd love to but I don't have the budget for it this year…..plus I don't know what I could do." he added honestly. In truth he could probably save enough to enter but it would take up too much money, money he needed to pay the bills for the house. But even then he didn't have any idea what he would enter, a model was just so….fixed, he had no room to be creative with it.

Yang however wasn't deterred, "Well then make something cheap! I mean if you need parts, me and Ruby got a ton of old weapon parts at our house you could use to make something." she offered, Ruby nodding in agreement.

However Peter frowned at the mention of weapon parts, "I don't like guns." he stated, the tone of his voice sounding absolute and making the entire table get still for a moment. Peter breathed out a sigh, "I apricate Yang I just…..I'm not comfortable working on things that could be used….to…" he trailed off as his eyes lit up and his brain began working.

The parts that Yang and Ruby might have didn't need to be remade into a weapon, in fact he might be able to repurpose the components into something else entirely. _Maybe I'm looking at the wrong aspect, I mean looking at Yang's gauntlets at face value they're weapons. But from a scientist's point of view they're complicated machines which have multiple facets to them and could be repurposed for everyday use!_ he thought excitedly.

He was lost deep in thought as Harry waved a hand in front of his face, "Peter….you in there?" he asked his friend as Ruby and Yang looked on with a hint of concern. Harry groaned aloud a he leaned back in his seat, "Great now he's hopped up on science, he'll be like this for a few minutes." he explained to the sisters.

"Seriously?" Yang laughed out before looking at Peter, "Peter you're scroll is ringing." she fibbed, getting no response from the teen. The three chuckled to themselves as Peter remained in a dazed state. "So Harry, what's school like? I mean Signal has a similar type of setup as high school classes but obviously it's different from Midtown." she asked.

Harry rubbed the back of his head, a part of him wanted to tell her about how Peter's school life was. While he got a bit of crap for being the new kid at school, that was a light drizzle to how Peter got treated with poring rain. And his friend's personal storm was sitting a few feet away from them, _If I told her that Pete gets constantly harassed by Flash and just pointed her in the right direction….would it be so bad if she put him through the table?_ Harry mused to himself.

"It's…well school. I mean we got science, gym, theatre, and math courses that attract students from all over. Peter actually tested to get into the school." he said, elbowing his friend's side, drawing him out of his train of thought.

"Alright I'll do it!" he said suddenly with a large grin, startling everyone.

Ruby nearly spilled milk over herself, "What?" she asked, having no idea what he was talking about.

"The science fair, I'll do it. You guys gave me an idea." he clarified proudly before taking a bite from his food. "See your weapons are kind of telescopic right? They fold in on themselves." he explained. Ruby and Yang both nodded but didn't seem to fallow his line of thought. "Well what if that same type of technology is applied to everyday devices like a laptop?" he proposed. While some Scrolls were able to become a tablet when extended that didn't make them capable of running anything as complex as a actual computer could.

The three others at the table looked between themselves with wide eyes before looking back at Peter, "You….you could make that?" Yang asked.

Peter nodded, "I made my own computer at home, but there's more possibility to it then that. If you could do it to a laptop then why not something else like a drone, or maybe even a robot or something?" he asked, trying to parlay his thought process to the others.

Ruby's eyes widened to the size of her plate, "You mean I could carry a robot around in my backpack!" she squealed with excitement. "Do it! Do it! Do it!" she encouraged.

Yang and Harry however seemed flabbergasted by Peter's idea as well as his confidence in himself. He seemed certain that he could pull this off with just scraps, scraps of weapons at that! However Yang felt a smile creep upon her face, "Ok then, I can't wait to see it." she said supportively while Harry remained quiet. He stayed that way until they all finished eating, even while him and Peter were exiting the mall and heading home for the day.

It wasn't until Peter stopped him from walking across the street did he snap out of his deep thought, "Harry are you ok? You haven't said a word since the food court." he asked with concern.

The Osborn heir shook his head, "I'm fine I just…..I was deep in thought." he said, Peter didn't look totally convinced, Harry wasn't one who just spaced out for no reason. When Harry saw his friend looking at him with his arms crossed across his chest he sighed, "Fine I just….well you were taking about the science fair back there, and Yang and Ruby got their huntress thing but…..what about me?" he asked. Seeing Peter's confused look he thought of how to clarify his predicament, "You, Yang, even Ruby know what your thing is but….what can I do? I mean we got two more years at Midtown and I bet you already got a plan for afterward." he pointed out.

The spider powered teen let out an 'ahh' of understanding, "You want to find something your good at." he stated, Harry nodding his head in confirmation made the teen smile at him. "Well usually people try a bunch of things and see what they're good at and if they like it. You might want to start there." he joked.

Harry didn't seem too amused, "I just want to be good at something." he said, the simple sentence harrying a weight to it. Peter's smile vanished as soon as Harry said it, until the spider bit him he wasn't really good at anything but science, and that was only because he found it enjoyable. But even then he wasn't widely accepted because of it, instead it just ostracized him even more.

He placed a hand on his friend's shoulder, "Tell you what, there's this fair the day before classes start where they host clubs and stuff you can join. We can go check it out." he offered, causing Harry to smile broadly.

"Thanks Pete." he said, wrapping his arm around Peter and giving his friend a hug, "I'll see you then, I gotta head home for dinner." he said as he walked away, this time without distracted look on his face. As Peter waved him goodbye he smiled, happy that he had cheered Harry up.

* * *

Peter caught the train home back to patch instead of webswinging back, he planned to meet Lamont tonight and had a bit of time until the sun went down. as he walked up the path to his door, Peter glanced over at the neighbor's house, thinking back to what Yang had said the neighbor girl was like. After Yang's description of her, he was more than interested to meet her, however he quickly pushed those thoughts aside. _Woah there playboy Parker, how about you focus on one girl instead of trying to win over another one. Besides, you need to focus on Yang._ he reprimanded as he walked up to the door and entered his home.

"Hey May, I'm back from school shopping!" he called out as he entered his home, shutting the door behind him as he walked through the living room and into the kitchen.

He walked in just as May wobbled and began to go limp, before Peter knew what he was doing he leapt across the room and caught May in his arms as she fell back, "Oh my god Aunt May!" he exclaimed as he supported her until she regained her footing, "A-Are you ok? Sh-should I call someone? Do I call a doctor? What's the doctor's number? Do we have a doctor?!" he asked with panicked in his voice.

However May stood up steadily, "Peter I'm fine, I just got a little lightheaded." she reassured as she stepped back to the counter where she had been standing. A few papers were on the surface but Peter was intently focused on his Aunt.

"You're sure?" he asked worriedly.

May couldn't help but chuckle warmly before stepping forward and hugging Peter, "Worrying is my job. Ok? Relax, I'm fine." she reassured before stepping back and looking over her nephew's shoulder at the bags he dropped at the doorway. "Did you get everything you need?" she asked, letting go of Peter and walking back to the papers on the counter.

The vigilante looked back at his bags and approached them, picking his new supplies off the floor, "Yeah, I got what I needed…..you sure you're ok?" he asked, still visibly shaken from what he walked in upon.

"Peter. I'm fine. This is what happens when you're old and work late." she warned with a joking tone to her voice. Putting the papers away in the drawer, she turned around to Peter as he set his bags down on the table. "So you excited for school?" she asked.

The teen forced himself to smile, pretending that he took May at her words of reassurance, "Yeah, oh! Me and Harry ran into Yang and Ruby today, we got to talking and they got these old parts laying around at their house and I was thinking I could maybe enter the science fair this year." he said hopefully, this made May's eyes light up.

"Peter that's wonderful!" she exclaimed before she realized what he had told her and a knowing smile appeared on her face. "So, you got a reason to go over to Yang's house now?" she asked knowingly.

Peter's cheeks immediately flushed red, he hadn't even considered that! He had never been to Yang's house before, forget the house he never even met Yang's father Taiyang!

Suddenly this seemed like a bad idea and May noticed his train of thought by his facial expressions, "Peter, I've known Tai for the past few months and he is the most friendly man you'll ever meet." she assured. Peter however was not put at ease by her praise, he did not want to be on the nicest man's in the world's most wanted list because he was interested in one of his daughters. "Peter, relax." he ordered, making the teen stop panicking.

He suddenly remembered he needed to go meet Lamont tonight, but how could he after seeing his Aunt in that state? _Oh man….I can't believe I'm gonna do this._ he thought before opening his mouth, "Um, Aunt May, I gotta go out tonight. There's this job for the bugle that I'm doing and-"

"Oh sure Peter go on." May said casually, making the teen blink in surprise at her nonchalance, she noticed his silence and smiled, "Peter since when do you ever get into trouble?" she asked.

Peter put a hand over his chest, "Aunt May I…..you know what? You don't know how much." he proclaimed as he backed away. May played along and nodded at his statement, "You know what? Stay up late tonight, might not know where I'll end up and I might need a ride…..from the police station!"

"Have fun dear." the aunt said while Peter slouched over and made his way outside. Once he was out of the house, he leaned back up against the front door and let out a tired sigh.

 _Maybe May is right? It could have just been a fluke…..besides she would tell me if she wasn't feeling alright. Right?_ Peter thought to himself as he left his house. His Aunt wasn't an old woman but with losing Uncle Ben a few months ago he worried more about his Aunt than ever before. _Stop it, she's fine….she's got to be…..besides, I got a certain criminal to track down._ he thought before dipping between two buildings to change into his costume.

* * *

Spider-Man flung himself off his webline before coming down onto the side of the Central Police Station's Eastern wall, crawling down the side he saw that the window to Lamont's office was open. Peeking inside from the wall above, he saw the detective was at his desk with a cup of coffee, "Why didn't you get me one?" he asked jokingly, Lamont looked over with an unimpressed look. Dropping into the window still as Lamont finished his drink, "So did you find Roman's car?" he asked.

After photographing the car and plate, Peter immediately gave the pictures to Lamont to see if he could find Roman. They found out that the a car of a similar make but with a different color and plate was reported stolen a few days ago, however they could put out this one since Roman didn't know they knew his car. That was a few days ago and now Peter was hoping that they had a location for Roman.

"We did." he said simply before pulling up an holo image on his desk of the car, various places cycled through with the car in the shot. "However Roman always has someone take it from him when he leaves it and has it pick him up somewhere else, so we can't get a exact location." he explained. Peter frowned beneath his mask, Roman was a criminal mastermind after all it shouldn't be surprising that he's come up with ideas to counter police tactics. "But, "Lamont continued, "We have noticed that lately he's been dropped off within a mile perimeter of an small airfield in the Southern part of Vale the past few nights, and that a airship as taken off soon after he leaves." he offered.

"Well if the patterns fallows he'll probably show up there tonight. Thanks Lamont." he said with gratitude before his sixth sense went off.

The door opened to the same woman that Spider-Man saw the last time he was here. Thankfully he leapt up to the ceiling just as the door started to open, "Lamont, you got a minute?" she asked as she closed the door behind her.

The detective turned off his holo screen, "Sure thing captain." he replied as she walked in front of the desk. He glanced up to the ceiling where Spider-Man was, his arm reaching over his shoulders to cling to the ceiling with what he could only assume was a look of panic beneath his mask.

"I know you've been looking to take out Roman Torchwick," she began bluntly, making Peter's eyes widen at thinking Lamont had been caught red handed. "What do you got on him?" she asked.

"The dust shop robberies across Vale, last week we hauled in Junior Xiong after a fight at his club, we offered him a deal, tell us why all his men were seen at every robbery involving Dust but no money and we might set him out. He says that Roman Torchwick contacted him to get muscle for the jobs, even went as far to pay up front for it." the detective explained.

The captain smiled at the news, "All right then, good work Lamont…..if you figure out where he is? Let me know, I want to see the look on his face when he hears the charges myself." she said before walking out of the office.

As soon as the door closed, Spider-Man lowered down to the middle of the room by a webline, "Wow, she does not like Roman." he stated.

"Captain Yuri Wanatabbe. She's the one who originally arrested him back before she made captain." Lamont said amusingly, "When she heard he made parole….well the rumor is that that there's still a bit of a hole in her desk where she made it." he said, making the teen gulp. "Now get going." he ordered, tilting his head towards the window. The vigilante dropped to the floor and leapt out the window, spraying a webline to swing towards the South.

About an hour later, Spider-Man swung through the nigh sky, the shattered moon illuminating the sky above as Peter shot out another webline and pulled back on it, sending him over a few rooftops before throwing out another line to swing on as the airfield came into view. The main airfield to Vale was located towards the Eastern part of the Kingdom, this one was a much more smaller, private airfield where if anything people were taken on fly over tours of the city.

Landing on top of a flagpole with the Vale banner flapping in the wind, he looked over the strip, _No actual planes on the strip. Maybe he's storing the dust here? The place is isolated enough for storage._ He thought, leaping from his spire onto the roof of one of the three hangars. Sneaking over to one of the skylights, he looked inside and saw that there was a military grade Bulkhead inside the Hanger! _Ok, if that's not out of place._ he thought before the doors to the hanger suddenly opened and the Bulkhead's engines whirled to life. _Well I was wondering what they were using this for, no better time to check it out._ he thought before sprinting towards the end of the hanger where the doors parted and leapt off onto the top of the bulkhead.

 _Oh yeah this is how everyone wants to spend their Saturday night, clinging to the top of a Bulkhead for dear life!_ he thought sarcastically as he crawled towards the side of the small airship and looked over the side. They were flying just above the buildings of Vale, weaving through the skyscrapers before steadying their altitude over a neighborhood with low buildings.

However what really got Peter's attention was Roman leading five thugs towards a dust shop, "Perfect! Now so that you don't go anywhere…." he trailed off as he searched for something to anchor the airship to. "Ah! Perfect!"

Meanwhile inside the airship, Cinder looked at the GPS screen on the console, this was where Roman planned to rob the Dust Shop. The half maiden frowned as she turned the ship so that it would circle the airspace, when Roman informed her that their supplier of manpower had been apprehended by the police by Spider-Man, she was rightfully pissed off. She had assumed that this little pest would just get himself killed somehow and they would be able to continue as planned.

However he had managed to throw a wrench into things, so much so that she had to get her own hands dirty in order to help move things along. She had planned on assembling a few people to take care of the bug but now? She wanted to personally fry him into nothing but ashes for the headache he's caused her.

The raven haired woman was abruptly drawn from her thoughts as the bulkhead lurched forward, "What!?" she exclaimed, trying to accelerate, only to barely move forward. Hitting the rearview button on the dashboard, the GPS screen showed that behind her, she had been snagged….on a billboard of J. Jonah Jameson promoting his anti-Spider-Man stance. The tail of the whip was covered with white webbing and wrapped around the large sign as well as the metal supports on the rooftop.

When she suddenly heard something running across the roof of the ship, she looked up to see the red ad blue culprit leapt over her head and over the front of the bulkhead, throwing a line to the underside to swing towards the dust shop where Roman was. Cinder's right eye lit up, "I. Am. Going. To. Kill. Him." she stated with a seething tone.

Peter landed on the railing of a terrace just above the Dust Shop, "Ok I'll go in, get the people to safety, take out Roman and then the lackies. That way he won't have time to think of a way to get away like last time." he planned. A he readied to leap off the railing and swing through the front window, a ball of red and black burst out the window. One of Roman's men tumbled out onto the street while a girl in a familiar red cloak stood up, a gigantic red and black scythe folding out from it's resting form. _Oh you got to be kidding me._

Ruby Rose looked back into the store where Roman and four other men stood watching as she swirled her scythe around her before implanting the tip into the ground beside her, clicking off her headphones shortly after. "Ok….." Roman looked at his still men, "Well go get her!" he ordered, shaking his head with disapproval as his underlings were snapped out of their trance and charged the cloaked girl.

When the first thug got close enough, Ruby swung around on her scythe and double kicked him in the face back into the store, Spider-Man winced, _Well I don't need to worry about Ruby._ he thought, looking on the bright side as she smashed one of the other thugs into the ground with the blunted end of the blade. _Those guys on the other hand….if I didn't know any better I'd think they were the victims._ he thought before seeing one of them aim their gun at Ruby.

Suddenly a webline connected with the barrel and it was pulled back, smacking it's user in the face before Spider-Man landed on his back, "Watch it with that thing! You'll shoot your eye out." he joked before springing off to another thug and grabbing him by the shoulders in midair. Flipping over the man he threw him back into the store against the back wall as Roman walked out, "Well look who it is, Vale's most wanted eyeliner enthusiast." he jested, making the cigar in Roman's mouth point up like he was pouting.

"First you meddle in my business, then you take out my main henchmen supplier, and all you have to say is that I wear eyeliner….you disappoint me." he said as he raised his cane up, and fire at him and Ruby. Spider-Man turnd and tackled ruby out of the way of the explosive projectile. Rolling across the ground Spider-Man recovered on all fours while Ruby sat up and rubbed her head.

"Sorry." the vigilante apologized before seeing that Ruby had stars in her eyes, "Um…..hi?"

"OHMYGOSHYOU'RESPIDER-MANIT'SSOCOOLTOMEETYOU!" She greeted while grabbing his hand and shaking it at near inhuman speed.

Peter saw Roman take off towards a ladder leading to a rooftop across the street, "Look kid, I'm always happy to meet a fan but the bad guy is getting away and-" he started, making Ruby hop right up onto her feet at attention.

"Oh right! Sorry! Be right back!" she said before dashing off in a flurry of rose petals towards Roman.

"No! I meant that you…stay….here.." he trailed off as Ruby used her sniper rifle's recoil to give herself a boost in midair and shoot herself up onto the roof. "Yeah this is going to end spectacularly." the masked teen said sarcastically before shooting a pair of weblines out and pulling himself up onto the side of the building and crawling up the side onto the roof and running over to Ruby. Roman was cornered on the rooftop with both Ruby and Spider-Man cutting off his escape, "Yeah if your waiting for your mom to pick you up, she ran into airship trouble. Just give up Clockwork Orange and we'll go easy on you." he offered before his Spider Sense began to tingle.

Suddenly the Airship rise up from the other side of the building, _What!? But I webbed that thing to a billboard!_ the teen thought as his eyes widened. As Roman stepped up onto the bulkhead he turned and withdrew a red crystal from his coat. _OH CRAP!_

"End of the line Red…and Blue!" he added before tossing the crustal at their feet, time slowed as Peter's reflexes kicked in. He couldn't kick the crystal away, if he hit towards Roman it could bring the Bulkhead down and kill him as well as anyone inside the building it crashed into. He couldn't throw it either, it could go off when it hit the ground again and hurt someone else, without any other option he sprayed a large amount of webbing at the crystal, hoping that the webbing would being down the power of the explosion and relegate it to the rooftop.

As Roman fired, Peter covered Ruby as someone landed between him and the crystal. When the explosion went off, Peter winced in anticipation for pain but it never came. Turing around he saw a blonde woman with a decorative cape had appeared, holding up what looked like a riding crop in front of her with a large purple glyph shielding them from the attack.

She took a moment to adjust her glasses before swiping out her crop, sending a series of purple energies at the bulkhead. As the Bulkhead tried to remain airborne she then fired a single stream of energy up into the sky, a huge glyph briefly appeared before being replaced with clouds. She brought her weapon down and along with it shards of ice rained down upon the bulkhead like a hailstorm.

"Woah." Spider-Man and Ruby both said in awe.

Spider-Man then saw someone step out into the body of the airship while Roman took the helm, her face was covered in shadows so Peter didn't get a good look at her face. A fire lit up in her hand and the vigilante's Spider Sense fired off in his brain like a 21 gun salute! "MOVE!" he shouted before springing off to the side as she shot the fire at the huntress. Spider-Man took cover behind a small air vent, _Ok yeah I need to hit that thing with something big and…..oh I know!_ he thought before sprinting away and jumping off the roof.

The huntress blocked it with a glyph shield but the fire splattered across the ground, the woman raised her hand up and the ground beneath the huntress and Ruby glowed, they both saw this and fell back as it erupted. The huntress raised her wand and made the debris from the explosion form into a spear and launched it at the ship.

It tilted towards the spear, deflecting the debris off the roof before it reformed into three snake like attacks and converged onto the ship at once before a fiery shockwave vaporized the attacks. Cinder aimed at the Huntress and the girl in red, "Hey pal I think you dropped this!" Cinder looked over and her eyes widened as a large section of the billboard she was trapped against earlier hit the tail of the Bulkhead!

The Abrupt hit made her grab onto the bar beside the open door as the airship began to spin. This thing couldn't take another hit like that, Cinder knew that and with gritted teeth she looked back at the cockpit, "Get us out of here now!" she shouted, closing the doors as the bulkhead regained it's balance and took off as Spider-Man landed on the roof along with Ruby and the Huntress.

"Crap, no skyscrapers to webswing from." he stated as the airship got away. _Ok who the heck was that lady? I've never seen anything like that! And keeping in mind I've seen a old man in a suit to made to look like a bird and fly? That's saying something…..still, we have been thinking Roman was working for someone…maybe-_ he thought before he felt a tap on his shoulder. He turned around and saw Ruby was all but bouncing in place from excitement.

"That….was….AWESOME!" she declared loudly with a hop into the air, "You nailed their ship with that huge thing you threw! I didn't even know you where that strong! That was seriously the coolest thing I've ever seen in my life!" she excitedly boasted before they both heard the Huntress clear her throat.

They both turned to see the woman looking at both of them expectantly, "Young lady, if you are finished, I'd like to ask the both of you to come with me to the police station. I have some questions for the both of you." she explained with politeness.

Spider-Man was obviously against this idea, "Lady you must think I was born yesterday if you think I'm falling for that, the second I get near a police officer the first thing they're going to say is-" he began before the three of them heard a police siren below and a floodlight train on him.

 **"Spider-Man, this is the police, surrender or you we will be forced to use deadly force."** one of the cops on a loudspeaker said from below as the other trained their gun on the webhead from behind.

The vigilante merely pointed over his shoulder, the huntress pinched the bridge of her nose and shook her head as she stomped her way past the teen, her heels clicking against the rooftop. "Gentlemen!" she shouted back down to the police, "My name is Glynda Goodwitch of Beacon Academy, and I have some business with this young man. I would recommend you lower your weapons. NOW." she said in a voice that made both officers gulp. As she turned around however she saw that the red and blue vigilante was leaping off the opposite side of the building, the blonde woman sighed as he swung away _I told him this would happen._ she thought to herself.

* * *

" 'Spider-Man Defaces Bugle Property while Dust Store is robbed' is he for real!?" Peter asked as he read over the Bugle headline at his dinner table as May set a plate of eggs down in front of him. After waking up he saw that May had already gotten the paper from the front porch already, having emailed his photos to Robbie the night before he was curious if any of them made it into the paper. He tried his best so that Ruby's face wouldn't be all over the morning edition of the bugle, making his useable photos a whooping five instead of a dozen. "I can't believe that…cigar chewing flattop!"

"Peter." May gently chastised with a slightly disappointed look, "He's your boss, you need to respect him." she said simply as she took the paper from his hand and turned it to the crossword section.

"But he's wrong! I was there! Spidey tried to stop the robbery." Peter protested, hoping that at least his Aunt was on his side. "I mean Spidey saved your life Aunt May, you got to have his back." he said, making his aunt stiffen a little before taking a deep breath.

"Peter, I know that and I'm grateful but…I don't like him, he's a masked man running around doing dangerous things." she admitted with a bit of shame in her voice. That news however hit Peter like a truck, even his Aunt May didn't like his alter ego! And Aunt May was the sweetest person he knew! "I'm sorry dear, could we not talk about this….can you think of a ten letter word for upset?" she asked.

"Distraught." He said, feeling both versions of the word at the moment.

May put the word in and her eyes widened, "Hey nice one!" she said as Peter started eating his scrambled eggs. He couldn't get over it, everyone seemed to hate Spider-Man no matter how much good he did, and Jonah's smear campaign wasn't helping. After finishing his food and cleaning off his plate, he heard what he could only describe as a woodpecker knocking at their door.

"Coming!" he called out as he walked over to the front door, he opened the door, "HelloOOMF!" he grunted out as Ruby nearly tacked him.

"OhmygoshPeteryou'llneverguesswhathappened!IwasgettingsomestuffatastorelastnightandthenthisguytriedtorobmesoIkickedhimthenhisfriendpointedagunatmeandIputhimthroughthefrontwindowandtookoutmyscytheanddidthiscoolthwrilbeforekickingthisotherguyintheface-"Ruby's voice was so fast that Peter couldn't keep up.

Finally he covered her mouth with his hand, "Ruby! Slowly." he said, the cloaked girl nodding before he took his hand away from her face.

"I got into Beacon!" she said happily, shocking the teen.

"…what?" he asked as Aunt May came into the room with a beaming smile.

She made her way over and wrapped Ruby up in a hug, "Oh that's great news Ruby!" she said, pulling away to see the girl's beaming smile. "Tell you what, how about I make you and Yang a little celebratory treat for both of you getting in?" she asked, giving Ruby a wink.

The cloaked girl blushed at the praise she received, "Can it be cookies?"

"I'll make you both cookies." May reaffirmed, making Ruby squeal in delight. Meanwhile Peter was flabbergasted, this had to have something to do with that blonde woman from last night. Ruby was two years younger than Yang, meaning that whoever got her in must have some serious pull with the Beacon staff to let someone attend two years early.

As May left to prepare making the treats, Peter turned to the younger girl, "How'd this happen?" he asked curiously.

"Oh it was so cool! I got to team up with Spider-Man! It was awesome! Then his Huntress from Beacon showed up, Glynda Goodwitch, and she took me to the police station to meet Professor Ozpin! The headmaster of Beacon can you believe it?!" she asked with enthusiasm, meanwhile answering Peter's question as to who would be able to do it. But now that just left a bigger question, why?

But Peter pushed that aside for now and just smiled, "That's great Ruby…you nervous?" he asked.

Ruby glanced back the way May went before deflating, "More than I've ever been in my entire life." she said honestly, making Peter involuntarily chuckle, "Don't laugh!" she whined as she made her way back out the door with Peter fallowing her as she began pacing back and forth, "I mean I knew I'd go to Beacon one day, at least I hoped so, but I skipped ahead two years and I'm going to be the youngest girl there! Now Yang and Dad keep telling me how proud they are and I'm flattered but I just know I'm going to be treated weird since I'm younger and….and….ugh.." she sat down on the porch with her head in her hands.

Peter took a seat beside her and patted her on the back, "You're going to be fine." he assured.

Ruby took a deep breath, "I just want to be normal. I don't want to be treated weirdly." she said, Peter's mind suddenly flashed back to a few months ago when he was going to start his school year at Midtown and he didn't want to go. Not because he wanted more summer but because he knew that he'd be tormented again this year.

"Ruby…there's nothing wrong about not being normal." he said, thinking back o his uncle's words as Ruby lifted her head up and looked over at him. "Look Ruby I get it, believe me I do, so trust me when I say your going to be fine." he said reassuringly. The red cloaked girl smiled at his words of encouragement, "And besides you got Yang there, if anyone makes you feel bad you know she'll send them to the nurse's office."

"Yeah true." she nodded in agreement before they both snickered amongst themselves. "….thanks Peter." she said as she stood up from the stoop, "I gotta go tell the rest of my friends, see ya!" she said excitedly before running off in a flurry of rose pedals down the street, leaving Peter by himself on his porch.

 _First I get trashed by the Bugle for trying to do the right thing, then Aunt May doesn't even want to hear the name Spidey in the house, and now Ruby and Yang both are going to Beacon._ He thought sadly. He knew that it was a selfish way to think and it wasn't like he wouldn't see either of them ever again but still, the hits just kept coming this morning. _I better go meet Harry at the school before the next bad thing happens._ he thought as he closed the front door to his house and stepped down from his porch, starting to make his way towards the train station.

* * *

"I can't believe you talked me into coming here the day before classes even start." Harry groaned out as he and Peter passed through the gates of Midtown High. The courtyard was filled with booths for different clubs, events, teams, and other groups for students to be a part of. Walking around the fountain in the middle of the courtyard, Harry saw Peter head to the booth for the science fair with Mr. Slott looking happy to see him. "Obviously staying away from there." the Osborn muttered to himself as he wandered the grounds a bit more before heading inside the school's first floor where more tables where set up.

 _Comm club, AV club, Drama, Music, man I think the last instrument I played was the recorder back in elementary school…..hot cross buns, hot cross-NO! Focus Osborn, find something that interests you._ Harry reprimanded himself before he nearly bumped into someone, looking at who he ran into his eyes widened when he saw it was Liz Allen, _Oh crap Flash is going to kill me._ Harry thought as he gulped.

"Oh! Sorry….Harry right?" she apologized, the teen nodded. "Sorry, I wasn't looking where I was going." she said with a sheepish tone.

Harry rubbed the back of his head, "Yeah me neither, I was….looking for anything interesting." he said, glancing over to a nearby booth that was for dancing classes. Liz looked over at it as well and they both shook their heads at the two behind the table who thought they were interested.

"You know the Girffball team is having tryouts." she proposed, trying to help.

The image that appeared in his mind was Flash and Kong crushing him between the two of them, he and Peter's body type were basically one in the same, skinny teenagers compared to Flash's hulking frame and Kong's heavy set. Seeing the look of despair on Harry's face she quickly explained, "There are positions on the team where smaller guys like you can be really helpful." she assured.

Harry looked skeptical, "Ok but….why are you helping me? I mean I appreciate it but….well Flash might cave my head in if he sees me talking to you." he said bluntly, making Liz frown as she crossed her arms across her chest.

"Me and Flash…..we broke up." she said sadly.

"Oh….sorry." Harry said somewhat awkwardly, noting the downcast expression on the cheerleader's face he smiled, "So say I'm a little nervous to ask but….how does Griffball work? If I was interested in joining the team that is." he asked in a hypothetical sense.

Liz smiled as she led Harry though the school, "Well there are two different squads on the team, offense and defense, both are important since offense scores points and defense stops the other team's offense from scoring points." she began to explain as she and Harry walked through the halls to the back of the school where the Griffball field was.

Meanwhile at the front entrance Peter scanned the courtyard for Harry, "He tells me he wants to find something he's good at and needs my help, and immediately ditches me. Nice Harry. Real Nice." he said sarcastically as he stopped behind the fountain in the center of the grounds to scan the area for Harry. _The mature thing to do would be to wait for him to come back…then again I've had a very downer morning so I think I'll ditch him and see how he likes it, go home and watch some TV…..that's what normal people do right? Right._ He thought to himself as he walked around the fountain.

However he stopped when he saw Kong and Flash throwing a ball to one another at the front entrance to the school, _On second thought I am a mature adult and I'll go look for my friend._ he decided, both literally and figuratively pulling a one eighty and heading in the direction of the school.

However as he turned he nearly ran directly into someone, they both stopped dead in their tracks at his sudden abrupt turn. Peter's hazel eyes met a pair of emerald orbs that stared back into his with surprise, they both took a step back from one another to see one another better.

She was around his height, maybe a few inches taller than Peter, which made her like a lot of people since he was 5'7. Her hair was a beautiful shade of red and unlike Ruby it was all red, pixie cut with long bangs that flowed with every movement. She wore no makeup that Peter saw but she still had immense beauty, the accessory she had were a few items on her wrists, on her right were two bracelets made from cloth and her left was a watch with the face on the inside of her wrist.

She wore a light blue t shirt with black sleeves and collar, around her waist was a dark blue pair of short shorts. Reaching down her legs were long black socks with blue rims the same shade as her shirt, with bright red laced up tenner shoes covering her feet. "I-um-sorry I-" Peter began before his sixth sense lit up as a Griffball went flying towards the back of his head.

It hit him square in the bac of the head, while Peter feigned injury from the small projectile he heard Flash and Kong howl with laugher, "Way to go Penis Parker! " Peter looked back and glared at flash, missing as the redhead did as well before leaning down to pick up the ball.

"Yeah real skill you showed there, hitting a unmoving, unaware target." the said, making Flash and Kong cease their laughter as she strode towards them. "Then again I did hear Midtown Magnet's Griffball team had like…what? Fifteen interceptions? So I guess I shouldn't be that surprised." she countered, Peter had to cover his mouth to stop himself from laughing at the gob smacked expression Flash had on his face. Kong didn't though and laughed at his friend's expense. The girl stopped before Flash, the quarterback towering a good seven inches over her but she stood her ground with a smirk, "How about next time you throw that ball, you do it with the intent to score instead of make yourself look like an ass." she said before firmly planting the ball in flash's midsection, making him take a step back.

 _That…..was the greatest moment in the history of time…..and I saw it happen._ Peter thought as the girl made her way back over to him.

"You ok? That dude beamed you in the head pretty hard." she asked with a slight wince as she thought back to the thump she heard when the ball hit his head.

Peter rubbed the spot where he was hit, "I'm ok. Ball to the back of the head isn't the worst thing those two could do. They could try thinking but I think that'd lower the IQ of the entire kingdom." he said with a hint of bitterness.

The girl however released a guffaw at his insult, "Wow you got a mouth on you…..your Peter Parker aren't you?" she asked, the teen was confused but nodded, "I'm Mary Jane Watson, you're neighbor…call me MJ." she greeted kindly, holding her hand out to the shocked boy.

 _This is my neighbor….a beautiful redhead who takes no crap from Flash Thompson?_ Peter thought as he shook her hand, "Can I be your sidekick?" he asked.

She smirked, "My track record is bad with those, I always end up losing them somewhere. But what about acquaintance?" she proposed jokingly as she glanced around the courtyard. "And maybe guide while you're at it, I'm looking for the Theatre club sign ups." she explained.

Peter gave her a critical look, "You're a drama geek?" he asked before covering his mouth, not meaning to say that out loud. "I mean-you don't look the-well I don't-" he rambled before her fist gently hit his shoulder.

"Relax, I get that all the time." MJ assured, putting him at ease and stopping him from tripping over himself verbally. She realigned herself so that her posture was ladylike with her hands folded in front of her and her head tilted up slightly, "Dear sir I'll have you know I've studied the art of theatre for many a year now and if I would have my glove on me I would slap you with it for your droll tone." she said in what Peter had to say was the most snobby voice he ever heard.

However when MJ let out a snort he fallowed her as she laughed, "I'm screwing with you, theatre is just the closest I can get to what I actually want to do." she assured. "Plus I'm going here this semester since I heard that Midtown's Theatre department is up there in terms of production." she added.

Peter shrugged, "I haven't seen a paly since the third grade." he admitted unashamed.

MJ clicked her tongue, "Well maybe I'll invite you to one, if I can find a seat between my adoring fans." she joked as she fallowed Peter into the school. Turning right at the hall, Peter led her to the auditorium in the right wing of the school, the two theatre kids at the desk set up outside the double doors were awed by MJ as she signed up, her signature in cursive writing which took her a minute to get right by the way she pouted when she had to scribble out the M on her first attempt. "So what are you here to sign up for?" she asked, the pair making their way back towards the middle of the school.

"Science fair. I really came here to help my friend Harry-" his sentence dropped off upon realizing he still had no idea where his friend wandered off to. "-who I lost track of." he picked up as he looked around the hall for his friend.

Mary Jane wasn't as concerned however, "Relax, I'm sure he's not dying or anything."

"You do remember those two Goliaths in the courtyard right?" Peter asked simply.

MJ put a hand on his shoulder and led him down the hall, "Will it help you take your mind off it if I ask you to show me around? I've been everywhere on the bottom floor and still can't find the cafeteria." she said earnestly.

Peter looked at her with a smug little smirk, "It's on the roof of the school." he said.

MJ's eyes lit up at that revelation, "What?! Oh that is so cool! Come on! You got to show me it." she said, dragging him towards the nearest stairwell, only for Peter to resist her pulling as they neared the door.

"We're only allowed on the ground floor today." he explained.

MJ looked down the hall both ways, seeing that they were alone she walked over to the door and opened it, looking over Peter's shoulder she grinned at him. "Well what they don't know right?" Peter still looked unsure, "Come on, it'll be faster if you show me where!" she pleaded, taking another glance down the hall.

 _…you know what? Screw it, I've had a rough day. And besides, breaking the rules with MJ beats looking around for Harry._ He thought before quickly entering the staircase with a grinning MJ. "Just the roof and back. No distractions!" he whispered as MJ giggled.

* * *

After sneaking MJ up to the roof to show her the cafeteria, and then the science lab, the music room, and her homeroom which coincidentally was the same one he had, he showed her the way he took to school on the train. In that time, Peter had to say without a doubt that Mary Jane was….cool. So was Yang but she was cool in the sense she can arm wrestle an Ursa and win. While MJ was cool in the way….well Peter didn't exactly know how to describe it yet but sticking up to Flash might have made him Biased.

And so the first day of school had finally arrived, however before departing for Midtown, Peter had to make a quick stop at the airship docks first to see Ruby and Yang off.

"COOKIES!" Ruby yelled, attempting to dash forward and take the plate peter held in his hands, only for Yang to stop her by grabbing onto her cloak and making her sister run in place. When she realized she wasn't getting any closer she stopped and Yang pulled her back.

Peter stepped forward to them, "Well that answers the question of are you excited." he said before holding the treats out but lifting them out of Ruby's reach, "These are to share Ruby. SHARE." he stated clearly, causing Yang to grin as Ruby pouted. He handed her the plate and the putdown expression instantly vanished, "You guys got everything?" he asked.

Yang nodded affirmatively, "Yup, I got my clothes, my gauntlets, the best little sis in the whole wide world-" she pulled Ruby into a one armed hug, "-and my guns."

Peter looked at her confused, "You already-" she raised her other arm and flexed her bicep, "Ooooooh…do they go bang?"

"Nope, they go YANG." the blonde said unashamed, causing both Ruby and Peter to groan. "Aw you both love it." she dismissed as she let go of Ruby who handed her the plate, she then surprised both of them by stepping forward and wrapping Peter up in a hug.

"Thanks for yesterday, it really helped." she said genuinely. Peter looked over at Yang, both his arms stretched out from surprise from Ruby's quick show of affect. The older sister however smiled fondly and made a wrapping motion with one arm while her other hand held the plate. Peter returned the hug for a moment before Ruby stepped back and looked at him with a smile, "We'll visit next weekend with our Team! Or Teams….right?" she asked, looking back at Yang who nodded.

The caped girl quickly sped past Yang, snagging the cookies off her sister as she passed, leaving Peter and Yang together with the blonde smiling at him. Peter immediately felt his face warm up, "Ruby told me what you said….thanks, I know she's nervous and I told her she'd be fine but hearing it from you….it really got through to her." she said gratefully. The teen nodded before Yang took a step forward and wrapped her arms around him as well, this time his were instantly around her but his face was beat red.

"I….I'll see you around…stay safe! And have fun." he suddenly said as Yang pulled away with a smile.

"Thanks, I'd say back at you but we both know my school is cooler." she teased, making Peter look at her with a deadpanned expression that only made her chuckle in a taunting way. "I'll text you once me and Ruby get settled in." she said before leaning over and picking up her bag.

As she waved him goodbye and made her way to the airship, Peter waved goodbye before leaving. _Well….time for school._ he thought with a much more downcast expression than either of the girls did. _While they'll be learning to be butt kicking huntresses, I'll probably get a kick in my rear for what MJ said to Flash yesterday….yeah, school rocks._ he thought sarcastically.

* * *

 **AN: Mary Jane Watson makes her debut!**

 **I know most of you guessed it was her and you're right, however I hope I surprised you with how she looks. If you want an actual picture of her, look up Brakken on Tumblr and check out his own Spider-Verse! He's got redesigns and reimaging's for a ton of Spidey characters including MJ.**

 **Now I need to address that I made a joke about Clockwork Orange, well I know that RWBY has movies in the show with the actors and the movie titles changed, Bruce Willace's first name is Spruce) so since they don't have a parody of Clockwork I kind of just made the connection. But don't expect references to Katy Perry or AC/DC by exact name, I'm going to try and be better than that.**

 **And before anyone asks, I know that Spider-Man Far from Home is a thin, I'm intrigued to see Spidey outside NYC. It's happened a bunch of times in the comics, in fact in Homecoming the whole chase scene in the burbs is based on this on this one Spider-Man story about him doing the same thing but tracking a rando bad guy and it was one of the highlights of the film, so I trust what they're doing.**

 **But the third has got to be based entirely in NYC, and hopefully we get Kraven. And I want a fight with them in either Central Park or the Zoo…. or both…that'd be cool to see.**

 **And Nick Cage is going to be Noir Spidey in Into the Spider-Verse.**

 **So, until next time everyone!**


	9. Chapter 9 (Creature PT 1)

**Creature**

 **Pt1**

* * *

 **Untuem: Wow I was trying to aim for that but I'm genuinely surprised that people like her so much already.**

 **keys of fate: I could see some general marvel villains in this. Like Beltrog the Leaper or something or Stilt Man. I could always use some filler villains. In fact this chapter I actually came up with the baddie on the spot as I'm writing this response.**

 **Guest 1: I always like the idea that every great Spider-Man story has Peter and/or Spider-Man struggle. What makes him likeable is that like us Peter has real life problems unlike Batman or Superman or some other characters. Not that they don't have their own problems, Iron Man had a great speech about this in the ANAD run.**

 **GOH413: I'll be honest I was split on that decision, but in the end I decided that Peter wouldn't just walk into a police station when he's wanted for vigilantism. And it's something we don't see quite often. And I have to say I have planned out Volume 1, 2, RWBY Grimm Eclipse, volume 3, the six moths afterwards, Volume 4, and I got some general ideas of Volume 5 but some key scenes I have in mind that I plan to have regardless of what it finally looks like.**

 **Also it's hard not to picture anyone but the VA's of Spectacular Spider-Man, Josh Keaton IS Spider-Man in the same way Kevin Conroy is Batman. However I do think that the Spider-Man PS4 also has a good cast from what I've heard…..though it's kinda weird that Mercury sounds like Peter Parker.**

 **Sailor Luck: Parker luck is like the universe saying 'psyche!'. But yeah I think it's cool that we got Nick Cage as Spidy Noir. He's one of my favorites even though he can be…..weird at times.**

 **AnimeKing6: Let's be real here, Ruby would fangirl so hard about an actual superhero in RWBY, I probably didn't even capture an ounce of what she'd really be like. And I'm saving Mysterio for a rainy day, I want to do something cool with him. I do have some cool reimagining's for Electro and Rhino though. I want them to fit the world of RWBY but also have a related theme to them. They were all normal people who fell on hard times and didn't find a good way to cope.**

 **awesomerebel55: I like to believe that while the curriculum for the Huntsmen academies are similar to regular public school systems, the classes themselves are vastly different. Like the initiation at Beacon could be acquainted to a test to get into the school. I had to do something similar for my college in order to attend so I think it's similar in that way.**

 **Maelstrom Resurrected: Peter will meet RWBY and JNPR soon I can assure you.**

 **Dr4g0nb411z: All girls in RWBY are BEST GIRL you…..person….jk we got our favorites. (Looks at the wall covered with pictures of Yang. Then at the wall with Ruby, Weiss, Blake respectively) Don't judge me.**

 **MajorBrony95: Oh you guys ain't seen nothing yet.**

 **Ksgrip: No, no, that was my first thought upon deciding to have MJ in the series. Just because one girl comes into your life doesn't mean every other girl is shoved aside. Peter is still very much infactuated with Yang…..and lets be honest who wouldn't be?**

 **Blacksmith Omniverse: (that is the most metal ass username I've ever seen!) Yeah I admit I like the who 'from another earth' situation from time to time, but this felt more natural. As for Peter's strength….well I've actually had my own ideas about that. See when peter gets his powers he's this scawny little nerd, not a muscle on his body. Now many people assume that straight away after he get's his pwers he gets buff and that's why he's strong.**

 **I disagree with that idea, for one no human being can throw a car like a football no matter how strong they physically get so he's not strong through his actual muscles, so I've always assumed that peter got the strength of a spider right off the bat but over time through all his hours of exercise got buff that way and got himself even more stronger.**

 **It's why when Peter started out he could bench ten tons like nothing, but when he reached his twenties he can lift double that. His body got stronger at the same rate as his super strength did. If that makes sense. So about now? Peter is about as strong as Ditko era spidey, he can do amazing feats but nothing extreme….yet.**

* * *

The first week back to school for Peter had been possibly the longest week ever. Not because he didn't understand his schoolwork, quite the opposite in fact, but instead because while he sat in his class with his arms crossed over his desk and resting his chin on them he couldn't help daydreaming about his escapades as Spider-Man. Swinging through the city, stopping crimes, fighting what could be supervillains from comic books. It was all so exciting but he was forced to sit around class.

Not that he misused this time, he had been drawing up plans for his science fair project between taking notes and doing work in class. But by now he had a good plan of his convertible laptop that he planned to enter, he just needed the physical materials. Which he couldn't get when he was stuck in history class with Mr. Straczynski, _I never thought I'd think this but please let a bad guy like Shocker or someone attack the school. It's the only way I'll get through the day._ he thought, glancing to his right to see Harry with an equally bored look.

Harry had made the startling decision to join the Griffball team, which Peter nearly slapped him for before asking if he wanted to wind up with a limp. He had no idea why or how for that matter but Harry was very gun-ho about joining the Griffball team with Flash, Randy, and Kong, so he did what he would want anyone would do and try and talk harry out of it.

As class dragged on Peter's mind wandered to Yang, she had both messaged him about her first few days and proudly announced that she and Ruby were on the same team together, what's more is that Ruby herself was the designated leader of the team with everyone else being two years older than her. Ruby later sent him a long message detailing their initiation which included navigating a forest full of Grimm, meeting their partners, and Ruby decapitating a Nevermore…..which Peter admitted was totally badass. _Meanwhile I'm here listening to….aw something about Mount Glenn._ he thought with jealousy.

He was happy that Yang and Ruby where going to their dream school, however this caused him to ponder something. The headmaster of Beacon extended an invitation to Ruby to join his school a full two years earlier than usual, that blonde woman, Goodwitch, must have introduced her to the headmaster. So it raised the question, what did the headmaster of Beacon want with Spider-Man?

 _Maybe he wanted to bring me in like Ruby? No the police have a warrant out for me and….well that woman did manage to make the police stand down._ He thought to himself.

"Mister Parker?" Peter sat up at attention as Mr. Straczynski looked at him from the front of the class, "I asked, do you know why the settlement at Mt. Glenn fell?" he repeated the question.

Thankfully even Peter knew the answer to this, "They didn't have the same natural barriers as Vale does." he answered astutely.

The professor nodded, "Good, that is one explanation." he said before writing it on the board, "Another belief is that the negative emotions that Grim are attracted to brought them to the site. Not surprising since the first real expansion of a Kingdom would make anyone nervous." he said, adding it to the board. "Anyone else?" he asked. Someone raised his hand in the middle of the class, "Yes Randy?"

"I heard this rumor there was some sort of experiments or something that attracted the Grim. But I'm not sure if that's a ghost story or not." the student said, his father once mentioning something like that.

The teacher titled his head slightly, "The Merlot Industries controversy." he clarified, causing Randy to nod, "Yes, that was a factor as well. Merlot was accused for experimenting on Grim, a practice still frowned upon today, which only hastened the fall of the settlement. In fact some even speculate was it not for their involvement that Mount Glenn would have been a functional settlement and not have fallen….or so the legend goes, ooooooohh." he said with a ghostly moan to lighten the mood, getting a chuckle out of the students as the bell rang.

As the teacher reminded his students to keep their studies up, Peter and Harry were already out the door to the class, "Oh thank god that was taking forever." Peter complained as he and his friend made their way down the hall of the school. "So you're practice is in two hours right?" he asked Harry who nodded, "Last chance to back out, no one would blame you….no one. At all." he said, his final attempt at dissuading his friend coming out halfheartedly.

"I told you I'm doing this, I mean I might be skinny but I'm fast. And all I need to do is not get tackled right?" he asked, smiling for his own reassurance. In truth he was more nervous about not getting on the team, he knew that there was no shame if he didn't get on but he wanted this. He wanted something that he could be proud of.

"I mean in theory that's how it works. But saying and doing are two different things." Peter said, splashing some realism onto Harry as they turned the corner, seeing Mary Jane waiting for them outside of class with a satchel on her side. Peter gestured to Harry, "I've tried talking him out of it. You try." he said as she joined them in their walk down the hall.

MJ rolled her eyes, "Look Harry do you want to do this?" she asked, the Osborn gave her a nod, "Alright then, there's your answer." she looked at Peter with a smug little smile. However he frowned, clearly not seeing amusement in this, "Look he acted bit like a jerk but he won't do anything horrible right?" she asked.

"MJ, I've known Flash since elementary school. Right before middle school started he deflated my bike's tires because I had one and he didn't. And it's been going downhill ever since." he explained as they reached the ground floor, both Mary Jane and Harry seemed ever so slightly appalled by the story but they were mostly amused. "Yeah, yeah, laugh. I just know he's biding his time to get back at me for what happened the day before school started." he said knowingly. Flash hadn't done a single thing to him since school started, which as concerning since he at most would have played kick the nerd with Kong at least once.

MJ raised a finger, "Ok one, that was me. Two, I'm pretty sure you're being a little too paranoid." she said with bemusement as they exited the building. "I got to ask though, how did you get into…griff…ball…" she trailed off as she noticed that Harry wasn't looking at her, but in her direction. Turning her head she saw that the cheerleaders were making their way out of the girl's locker room and onto the field. She turned back to Harry and shook her head as Peter facepalmed, "Oh Harry don't tell me this is about a girl." The Osborn heir was silent, causing the redhead to cup her hands in front of her face.

Drawing them away with a sigh she continued, "Harry. You don't join a sports team to impress a girl! The thing about Griffball players and cheerleaders is just a myth!" she said, taking Harry out of his trance.

'What!? No! I'm doing this because I want to just be good at something." he said in a huff before storming off, leaving Peter and Mary Jane between the school and the bleachers while Peter pinched the bridge of his nose. He understood that Harry wanted something to be good at but he also couldn't just force himself like this. In truth she thought Peter and Harry were both nice guys, but she didn't know that much about either of them aside that Peter was a pretty smart guy. And Harry….well she honestly couldn't say much about Harry, _Yeah that might have something to do with this._ She thought sadly, feeling a pang of guilt over not knowing Harry that well. "Let's stick around and make sure nothing bad happens, for a little bit at least." she decided.

Peter nodded in agreement as they made their way up into the stands, "So while we're waiting for this train wreck, did you hear back from the Theatre club?" he asked as they took a seat near the top of the stands, setting their bags down in front of them, the preliminaries would last over the weekend and the roster would be posted on Monday morning of next week.

MJ actually smiled, "I did actually, though there's no production until the next semester." she explained, "Until then I'll be trying out for parts in the actual play and if I don't get any I'll work stage. At my old school I would make costumes for the actors if I didn't get a role." she enlightened with a iota of pride in her voice, making peter smile. The redhead's eyes went back to the field as Harry entered his information at a set up table before he would go to get some gear to wear for practice. "Has Harry always been like this?" she asked.

"No….Harry's just…..well he's one of the only friends I got." he admitted, making Mary Jane glance over at him with a small smile. She'd seen Harry and Peter sitting alone in the cafeteria, however she also saw how the two of them got along incredibly well with one another. Noticing the smile MJ had, Peter coughed into his hand with embarrassment, "Harry has a big heart, he's super understanding too but….he's got this thing his dad." he explained.

The redhead suddenly frowned, "A chip on his shoulder?" she asked sharply, making Peter look at her with slight alarm at her sudden shift in tone. Noticing Peter's expression she relaxed, "Sorry…..what do you mean?" she asked with a more friendly tone.

Peter choose his next words carefully, "Harry idolizes his dad, he's the head scientist at a company called Alchemax. I'm good with science but Harry…." he trailed off before leaning forward towards the field with a look of guilt.

He felt a hand pat his back, "Peter that's not on you. If Harry is jealous then that's something he needs to get over. Maybe this is his way-" she glanced over as some of the players came out onto the field, the two seeing how bigger they were than Harry, "-but it's probably not…..but still. Don't go feeling bad about something that's not your fault. Ok?" she asked, Peter looking over at her smirking face.

He let out a small sigh before smiling, "Thanks MJ." he said gratefully before turning his attention to the cheerleaders as they began their practice. In all fairness if he wasn't concerned with how he used his powers? He probably would join the team too, especially if it meant getting a girl like Gloria, Sally or Liz…and that's when it hit him. Harry was the one who told him that Flash and Liz had broken up over the summer, and most of the cheerleaders already had boyfriends except now for Liz. "Ooooooh crap." he said at the realization.

"What?" Mary Jane asked.

Peter pointed at Liz as the girls finished up their routines, "Liz Allen. She and Flash broke up over the summer, and she's the only girl on the squad who doesn't have a boyfriend now." he explained making MJ's eyes slowly begin to widen as she put the pieces together. Her hand landed on his shoulder with a thud before she began to shake Peter.

"Ohhhh myyyyy goooodddddd." she realized, "He wouldn't…would he?" she asked, Peter raised his arms up halfway and shrugged. Making the redhead run her hand through her crimson locks. Joining the team so he could go after the recent ex-girlfriend of the quarterback? It sounded like something out of a bad coming of age movie! "Ok maybe it's not as bad as we think? I mean how long did they date?" she asked Peter.

He thought back for a moment, "Um…start of the spring semester…." he trailed off, MJ gave him a questioning look as Peter sucked in his lips. "…..but…ok what I'm about to tell you? You don't mention to anyone." he said nervously, the redhead nodded with enthusiasm as she wanted to know exactly how bad the situation was for their friend. "Well…..last semester before Harry started showing up? I…walked into the Math classroom…..her and Flash were….studying biology….together." he said as his cheeks flushed red as MJ's hair.

Mary Jane meanwhile had her mouth covered as she stomped the metal bleacher in attempt to rid herself of the laughter she pent up. She planted her feet firmly on the metal and bent forward before reeling back and uncovering her mouth, a silent laugh escaping her mouth. When she finally regained enough composure to speak she asked, "Did they know?!"

"You think I'd still be here if they did?" he asked, the redhead's laughter finally died down as Peter smiled insidiously, "…though I get where he got the nickname Flash now."

Mary Jane burst out with laughter at his proclamation, "I can't! I can't! Oh my god I can't!" she shouted as she laughed like Peter had never seen before. He had come up with that joke the instant he shut the door to the classroom without being caught. As Mary Jane tried to regain whatever semblance of serenity she could for herself Peter felt his scroll vibrate in his pocket. Pulling it out he saw it was a news alert for downtown, some sort of accident was happening which was causing a lot of damage to public property. He quickly slung his bag over his shoulder and stood up from his spot, MJ by now recovered and noticed him getting up, "Where are you going?"

Peter thought quickly for a response, "I uhhh, I just remembered I got to pick some stuff up for May." he lied with what he usually used.

"But she doesn't get home until like six, you got hours dude." she said casually as Peter started backing away, scratching the back of his head quickly. Usually no one would question it but MJ lived next door to him, of course she knew what time that May got home.

"Yeah, yeah but it's going to take me forever to get the stuff and get back to Patch. So I better get started now." he quickly made up, as MJ opened her mouth to respond he turned on his heel and took off. "Sorry MJ! Just record the practice for me!" he called out as he made his way down the empty bleachers. The redhead simply shrugged it off as him being forgetful, taking out her scroll as practice began and Peter climbed down the staircase of the stands.

 _Man I have got to start making better excuses than that._ Peter thought as he made his way to the alleyway between the school and the building next to it. Looking around to make sure no witnesses were around he turned to the panel fence and leapt over it with ease. The school had closed off the sides of the school from the students this year since some questionable substances were found in the areas. _Thankfully, one drunken teen's corner is another vigilante's changing room_. Peter mused as he shrugged off his jacket along with his bookbag onto the ground and pulled up his white long sleeved shirt to reveal his costume underneath.

After the near exposure from Yang, Peter found that wearing his suit beneath his clothes was the best way to travel with it. It did get a little hot from time to time but it was better than stuffing it into his bag where someone might see it. _I hope Harry doesn't get too badly hurt, at least Randy's there. He's a good enough guy to stop Flash from going too far._ He thought, kicking his brown pants off while he clicked his webshooters onto his wrists. _Finally get to go out and bust some heads, is it wrong that I've missed this? It doesn't feel wrong._

Pulling his mask down over his head he proceeded to place his clothes into his bag and sling it back over his shoulder. Throwing out a webline he leaned back and stretched out the webbing before letting it recoil and sent him flying up into the air. Spinning out another webline he swung over the train tracks in front of the school towards downtown, _Alright I'll check this out, save the day, and then I got to go grab parts for my science project. Meaning back to dumpster diving behind the tech store._ he thought dreadfully.

With most of his paycheck going to supporting him an his Aunt, he had no choice but to scavenge for parts in trash. He had to do the same thing when he and his Uncle were building the computer together, he honestly found it degrading but necessary in some cases.

 _Alright. Save the day first, wallow in my poverty later._ he thought as he threw out another webline.

* * *

Arriving in downtown Vale to a condemned off block of the city, Spider-Man around a building past the police barriers set up on the roads and saw that an entire three bocks had been trashed. "What the heck?" he questioned, swinging down to the streets on a web before dismounting on a lamppost, there were cars overturned with what looked like giant claw marks, a manhole cover was imbedded into the side of a stone wall, and the corner of a building was smashed through. "Ok yeah this doesn't look like something out of a horror movie." the vigilante said sarcastically as he fallowed the trail of destruction by webline after webbing his bag to a wall and setting his camera up to take pictures on the street lamp.

Landing on a wall above a smashed in pet store he noticed something odd, there wasn't any noise coming from inside from the animals. "Ooooooh please don't have dead puppies, please don't have dead puppies." he hoped as he dropped down in front of the store and found that there were no dead dogs, or cats, or birds, or any dead mammals. However all across the store on the ground, registers, and even shelves were reptiles of all shapes and sizes. "That's…..not AS creepy as dead puppies." the teen said, looking on the bright side.

Stepping into the threshold of the store, he carefully made his way through the isles while trying to avoid stepping on anything. _Ok claw marks? Overturned cars? And now this? No way whatever happened here is an accident._ he thought as he made his way towards the back when he heard a animalistic growl. "….ok if that's a crocodile or something I'm bailing out." he said before hi sixth sense blared in his head and told him to move!

Leaping back something hit the ground from above where he just was, stretching his legs out to the shelves on either side of him he looked up to where he was. It was huge, at least eight feet tall with it's head just poking over the shelves on either side, it had green scaly skin that covered it head to toe with not a single hair, it's eyes were sunken back into it's head with the yellow irises visible in the shadows. It's nose and mouth pointed out from it's head with a huge maw of teeth.

It's hands were massive with claws on the tips, it's feet had four extremizes with three pointing forward and a toe heading back. It also had a huge green tail waving behind it. But strangest of all was that around it was a white coat, a purple shirt, and pants that were torn at the legs from how massive it's were. Peter gulped, "I don't suppose you eat little frozen mice do you?" he asked.

The creature released a roar before pouncing at Spider-Man with speed matching his own. They flew out the pet store and out onto the street with the giant Lizard on top of him, it's mouth opened and snapped at Spider-Man who barely managed to move his head to the side before countering by ramming his fist into the side of the Lizard's face as hard as he could.

"No! Bad Lizard! No biting!" he reprimanded as he rolled back, slamming his knee into the other side of the creature's face as he rolled back onto his hands and feet. "Should I call the police, a vet, or a zoologist?" he asked before the creature's tail struck him in the side, sending him into a car's side. The Lizard charged at him on all fours, the teen quickly reached his hands back over his head to the roof and swung himself up as Lizard got in close, kicking him upside the head and swinging himself onto the underside of a streetlamp.

"Alright let's get you all wrapped up." Spider-Man said as he sprayed webbing onto the Lizard, covering him with the substance before dropping down and swinging around him with one hand while wrapping him with his webbing with the other. However the creature tore the webbing as it reached out and grabbed the teen's arm and swung him over it's head and into the concrete! Before Peter could recover the bottom of the Lizard's fist slammed into his chest and the other grabbed him by the neck!

Peter let out a wheeze as the creature lifted him out, _Ok, he's stronger than me. Good to know…_ he thought dryly as he sprayed webbing in his eyes, making the Lizard drop him. Spider-Man acted quickly and pulled himself between the Lizard's leg with a webline, as the creature finally got the webbing off his eyes he twisted his head around to look for the teen only for Spiderman to grab onto his tail and swing him around and throw him up into the side of a building. "Not so fun is it Lizard lips!?" he shouted as he reptile hissed at him and turned over, it's claws digging into the wall and scaling the side of the building.

"Hey! That's my thing! Stop! Identity Thief!" the vigilante shouted as he pulled himself over to the wall with a webline and crawled up after the reptile. _Well this is not how I expected the day to go._ he thought as the large reptile reached the roof with Spider-Man right behind it. Shooting a webline out to Lizard's tail, the limb whipped back and pulled Spider-Man towards the reptile as it turned as slashed it's claws, making scratch across the front of his costume. "Oh come on!" the teen complained as he was flung away with Lizard's tail through a chimney.

The creature once again launched itself at the teen but this time he was prepared, swinging his feet up into the creature's chest he kicked it over his head into a wall of a staircase entrance wall. Rolling onto his feet the teen turned and leapt at the Lizard as it pulled it's head free from the wall only to be punched across the face with one hand with a quick fallow up from the other side. _Just keep punching it! It's gotta go down sooner or later._ He thought as he contused with an uppercut into the creature's jaw.

It raised both it's fists into the air, Spider-Man through quickly and raised his own to block the attack only for the force of the blow to send him through the roof! Peter fell into the store below, shooting a webline up instinctively and snagging onto the white coat the Lizard had on. He heard something tear as he fell into a furniture set of a bookcase, looking up at the hole in the ceil he helped make, he saw the green tail slither off, "Oh no you don't!" he proclaimed, raising a hand and pressing down on the webshooter, only for it to click, "Ok hang on." he added before proceeding to change out his empty webshooter cartridges.

When he emerged up from the store however, the Lizard had disappeared, "Oh what? How did I loose a thousand pound Lizard in a Kingdom!?" he asked as he looked around, only finding a torn part of the coat the creature was wearing. "What the heck was that thing? Gojira's cousin twice removed?" he asked, leaning down to pick up the coat when he noticed something strange. _Wait what the, this is a lab coat! But what was that thing doing with….wait, if it's a lab coat than that might mean…_ he thought as he turned the lapel over.

On the inside of the coat was a nametag, C. Conners. _Well I guess that was a someone called Conners…..but what happened to him?_ he thought to himself when he heard a police car pass down in front of the building with the sirens. _Cops are moving in, I gotta grab my stuff and get out of here fast._ he thought as he ran to the ledge and shot a webline down at his camera and bookbag and pulled them back to him.

Minutes later Spider-Man was swinging through the air towards the Daily Bugle, "Well first thing's first I gotta sell these pics to Jonah. Then again he might not even think they're real." he thought with disappointment.

* * *

"LEAPING LIZZARDS THIS IS GREAT!" Jonah beamed at the pictures Peter had taken while he and Robbie looked over them. "Forget Spider-Man we'll sell out subscriptions with these! Robbie, get Foswell down to the police station and get a statement ASAP! This is the evening edition, 'Rebellious Reptile Rampages in Downtown.' and you!" he said as he pointed at Peter at the other side of the desk. "Name the price kid."

Peter was in disbelief, Jonah wasn't blaming Spider-Man for any of this and he got to get as much as he wanted?! _SCORE!_ "Five hundred for all of them." he said, causing Jonah to freeze.

Robbie however stepped around the desk, "Deal. Now Peter I can talk to you for a sec?" he asked as he led the teen out of Jonah's office as he went through what photos to publish for the front page. Robbie shut the door behind them, "Peter, I got to say that I'm impressed." the older man said with a proud smile to the teen as he led Peter to his office across the floor, "You saw a story in the making and you captured the moment, that's what a real photographer does." he praised as they made it to his office, Peter smiling at the commendation.

Robbie took a seat behind his desk, "Thanks Robbie, it means a lot." he said humbly. Despite how often Jonah dragged his other persona trough the mud he honestly enjoyed working at the bugle. And he certainly could have worse jobs than this, going out into the city and getting pictures whenever he needed or wanted? _Beats flipping burgers._ "Um Robbie….can I ask you something?" he asked tentatively, the editor nodded in response, "What's Jonah's deal with Spider-Man? I mean I get he's a vigilante but he's also saved a lot of people." he asked honestly.

The older man let out a sad sigh, "Honestly Peter? I think the guy is just trying to do good where he can but as for Jonah…..it's a long story." he said, seeing that Peter wasn't deterred by this he continued, "Jonah and his father….he had problems growing up, he always wanted to impress him, make him proud but…it never really took." he said sadly as Peter frowned. "After he got married? You should have seen him Peter, I never seen a man so happy. He used to say good morning to everyone in the office if you could believe it." the editor said with amusement while Peter chuckled at the thought.

Robbie then frowned, "Then we got word of something strange happening at Mount Glenn…and Jonah still had that chip on his shoulder. He went there by himself and left his wife here and while he covered the fall of Glenn….his wife died." he said sadly. It felt like Peter just had a stone thrown into his chest from the revelation, "Jonah….he never forgave himself….he became pretty jaded after that but I don't blame him….but after that Peter he didn't believe that people could just do good for the sake of doing good since he couldn't." he finished.

Peter couldn't imagine that, and honestly if he was in the same position he wasn't sure if he wouldn't be disillusioned with heroics as well. "Look Peter, I'm asking that you don't bring this up. I know he can be strict-"

The teen shook his head, "No, no I get it Robbie. I won't say a word about it." he said. "Look I got to get going but…thanks for telling me." he said with gratitude before leaving the office. After getting his check from Betty, Peter made his way towards the elevator with a saddened expression. _I'm sorry Jonah….but maybe I can do something to change you're mind._ he thought as he pulled out his school and typed in the name from the lab coat while stepping into the elevator. _Since it was a lab coat I'll search for professors or doctors, maybe I'll get a-_ he was cut off when one of the first names to pop up was from the bugle itself about a missing scientist named Cutis Conners.

He stopped the elevator door's from closing when he saw it was Ben Urich who was the author, walking over to the reporter's desk he saw that he wasn't busy, "Hey Mr. Urich?" he asked as he walked over, getting the man's attention. "I was wondering how that story with the missing scientist was going?" he asked, referring to the article he briefly read over.

The man rubbed his tired looking eyes, "It's going nowhere kid. But it just came out yesterday so I can't say I'm surprised." he said as he pulled out a drawer in his desk and pulled out the article he wrote. "Jonah actually cut a bunch of it for space, why are you interested?" he asked, handing the paper to Peter.

"I'm working on a project for the science fair and I came across his name when I was looking for something that I could do. Just curious is all." he lied. Ben shrugged before getting back to work while Peter made his way back to the elevator with paper in hand.

* * *

After a quick detour to the back alley of the tech shop to pick up parts for his project, Peter went straight home and into the basement to get to work as well as do some research into Curt Conners. On his desk was the skeleton of the device, the circuit board for the keyboard along with the monitor it connected to along with the wiring and connectors to the actual keyboard, while on his desktop there was a page on the Alchemax website detailing Curtis Conners and his work for the company.

Peter was skeptical that he had found the right man, he looked completely normal, short blonde hair with hair skin and a clean shaven face, however when he saw that he specialized in Biology in regarding human cell regeneration he saw that he was on the right track. _There's a ton of reptiles, lizards specifically, that are able to regenerate lost limbs. And if I got spider powers from just a bite….oh man did he eat a radioactive lizard or something!?_ He thought dreadfully.

One of his first concerns when his powers emerged was the possibility of becoming a actual human sized spider with eight limbs. Thankfully his DNA was screwed up just enough to keep him human looking. Leaning back in his chair he ran his hand back through his hair, _Man this is nuts, I'll buy guys giving themselves tech but this is way out there even for me._ he thought before there was a sudden knock on the outside door to the cellar.

Walking over and up the stairs he opened the door and found Mary Jane waiting outside, "Hey MJ, how was Harry's practice?" he asked, moving to the side and allowing her to enter. The redhead gingerly walked down the steps into his cellar, her and Peter's houses were similar in layout but their basement was all used for storage.

"Well he….what the heck is that?" she asked upon seeing his rudimentary project, "Wait is this that thing you told me you were entering into the science fair? Dude this is awesome!" she exclaimed as she looked over it as Peter joined her, "How are you going to make it fold in on itself though?" she asked.

Peter sat down in his chair, "Well Yang and Ruby got some spare parts for their weapons at their place, I gotta pick that up later, but for now? I'm thinking I could make it the size of a calculator or something if I do this right." he explained, pulling the circuit board over as he spoke before looking over it. "The rub is that I need to make it so that this can break apart into smaller pieces and still work." he continued before shaking his head. "Wait pause. What about Harry?" he asked, getting back on track.

The redhead smiled sheepishly, "Well….he's ok….but….well take a look." she said as she pulled out her scroll and showed him the video she captured of the practice. Harry was geared up in padding but he stuck out like a sore thumb among the other players with his stature. As soon as the ball came into his position he was steamrolled by Kong. Peter winced at the sound of his friend going down, "Yeah that was basically it for two hours…but I got to give Harry credit he's determined to go back tomorrow."

Peter crossed his arms as he leaned back in his chair, it was obvious that Harry wasn't going to stop….so the least he could do was support his friend's decision. As he thought this, MJ noticed the page on Peter's computer, "Who's that?" she asked curiously.

Peter saw where he was looking and shook uncrossed his arms, "Oh, he's a scientist. I was looking at robotics for the project but I found this guy's research into cell regeneration and got sidetracked. He's trying to use lizard DNA to make cells replicate." he explained as simply as he could so she would understand it.

MJ was still confused, "Wait why try and grow an arm in a bowl or something if you can get a robotic one? I mean Atlas makes stuff like that all the time right?" she asked.

Peter raised a finger, "First, I think you mean petri dish. And second…..that's a very good question." he realized as MJ used the mouse to scroll down the page. Peter watched the screen until something caught his eye, "Hey wait scroll back up." he said.

MJ did as he said and saw what caught his eye, a picture of doctor's family. In the photo Curt was standing with an arm around his wife's waist and their son in front of them, sitting in a wheelchair. "Oh…..that's why…." MJ trailed off sadly.

Peter nodded slowly, "Yeah….robotic limbs work by connecting to the nerves. Legs like that would be useless if you're a paraplegic." he said sadly. _No wonder he was working on cell regeneration….it might be the only way his son would be able to walk again…could he have tested the effect on himself first? It would explain why there's a giant Lizard with his lab coat running around._ he thought.

"Huh. Look at that, his wife is a professor at Beacon as a science teacher….awww it's nerd love." she said sweetly as she gently kicked Peter.

The teen rolled his eyes until he remembered, "Oh crap! I nearly forgot Yang comes back to Vale tomorrow!" he exclaimed as he stood up. "I promised I'd help her show her teammates around vale!" The teen paced around the room as he thought up places where to go while MJ watched with amusement, "Oh man, I was going to go see Harry's practice tomorrow to support him."

MJ stood from his desk and placed a hand on his shoulder, "Peter, breathe." she instructed, the teen taking a few deep breaths to calm his nerves, _Oh man he has it BAD._ she couldn't help but think amusingly. "Tell you what, I'll go to Harry's practice tomorrow and explain. He'll understand." she assured.

"You sure?" he asked.

MJ gave him a blank look, "Peter, you're going to spend your day showing four girls around the Kingdom. He's a guy, he will totally understand…..he might actually be jealous." she added to try and lighten the photographer's spirit's.

He let out a final breath to calm his nerves, "MJ you rock."

She leaned on his shoulder with her arm with a large cocky smile on her face, "Baby you know it." she boasted before Peter shrugged her off. "So…are you and Yang-" Peter quickly shook his head.

"No…I mean I like her it's just….." he trailed off. Mary Jane crossed her arms across her chest patiently as she awaited explanation. Peter sighed, "Look she and her sister Ruby? They don't know about….Puny Parker." he began, "They think I'm just a regular guy and I really want it to stay that way." he explained.

"I know." she said, "How is that different?"

Peter rubbed the back of his head, "Well you knew me through Aunt May, so you might have had a biased opinion of me-"

"She said you had a Wonderful personality." she interjected, causing both of them to shutter. Peter still seemed unsure, however as she thought about it she began to understand. She had heard more than enough harsh words about Peter at their school, that he was weird, or that he was the weakest guy in the entire school, or that he has no friends, but one that really got on her nerves was that he had a bad track record when it came to family members.

Her Aunt Anna told her that his uncle died a three months ago, but Peter never brought it up. However when she talked to May? All she did was praise her nephew for how much he stepped up to support the two of them. But that wasn't as juicy as the other things said about him, "Peter….it's your decision. And I don't know what that's like but….for what it's worth? I think you're a nice guy." she complimented earnestly.

Peter's cheeks flushed at her words, "Thanks MJ…..it means a lot…but I think I'll give it a little time before I say anything to them about it." he decided.

MJ nodded in understanding, "Alright….you wanna watch the whole video of Harry getting tackled?"

"….let me grab a snack first."

* * *

Peter impatiently waited at the airship dock for Ruby and Yang's transport back to Vale, the ship wasn't late or anything but the impending arrival of both Yang and Ruby had him a little nervous, but in a good way. As he waited for the ship he decided to look closer at Conners, he had hoped he could track down his wife and son and ask them some questions. Obviously the web page about him didn't give personal information such as that away so he had to think of different ways of tracking them down, however no social media posts helped, in fact the only mention of anywhere he could find the mother was at Beacon.

But it would be impossible for him, the Huntsmen Academy is on the outskirts of the Kingdom on top of a large cliffside. Not to mention he had no idea of the layout of the school and could just as well stumble across the dorms as where he actually wanted to go. _But it might be my only lead._

His thoughts where interrupted when he felt his sixth sense briefly tingle in his head, it wasn't a real danger but it was warning him of something. "Surprise!" he suddenly felt a weight on his back as Ruby gave him a hug from behind. Peter turned as she bounced back. He smiled at his younger friend before noticing the familiar looking girl in white beside her pitching her nose. "Peter meet Team RWBY!" she announced proudly.

 _What are the fricking odds?_ he thought as he raised his hand, "H-hi, I'm Peter Parker….i mean you know my first name already but…yeah." he introduced somewhat nervously. He knew that Weiss could be a little cold from how she treated him as Spider-Man but hopefully she would treat his alter ego differently.

The girl in white gave him a friendly smile as she bowed her head slightly, "Nice to meet you." she greeted politely.

Blake gave him a wave, "Greetings." she simply said.

"That's her way of saying 'Hi, I'm excited to meet you'." Yang translated with enthusiasm, getting a bemused eye roll from her partner before the blonde walked over and put an arm around Peter. "So Peter, I was thinking we could a place to eat first then go out on the town. Someone-" she glanced at Ruby who was whistling with innocence while Weiss gave her a look of accusation, "-made us rush out here." she finished as she walked Peter towards the exit while the others fallowed along.

"Sounds good, you guys have any preferences?" he asked.

"Sweets!" Ruby cheered.

"Vegetables." Weiss chimed in.

"Seafood." Blake said instantly.

"Meat. Anything that has meat in it." Yang finished for the team. Peter thought for a moment, most of the places he ate at were on Patch….but there was one place close to the school where he and Harry usually went for a bite which had a bit of everything.

"I know just the place. We just need to take the train and we'll be there right away." he said as he led the girls towards the nearby station outside the airship dock. Peter was grateful that the girls insisted on paying for their own tickets since metro card was only for him. Getting into the train car, he and Yang stood while Ruby, Weiss, and Blake took a seat, "I take the same route to school every morning, we should be there in no time at all." he assured.

After a fairly short ride on the train, the five disembarked the metal transport and walked down the staircase to the street, "Ugh I hate the train. I should have just taken my bike." the blonde grumbled as she reached the bottom steps along with her team while fallowing Peter.

"I don't think we could all fit on it Yang." Blake said calmly before looking across the street at the school. "Is that you're school Peter?" she asked, getting the others on her team to look over while Peter rubbed the back of his head.

"Yeah, it's no Beacon Academy or anything but it's nice. My friend Harry is actually over there trying out for Griffball today." he said, a tang of guilt going through him at the mention of Harry. He could only imagine how it was going over on the field, _Then again he wants this, so I can't really argue with him about it._ he thought.

"What's Griffball?" Weiss asked, causing the others to look at her like she had grown a second head. She looked at everyone and shrugged defensively, "What?" Peter gave Ruby a look as the leader of the Team nervously laughed. Peter may not have enjoyed the sport all that much but everyone's heard of it at some point, however from the sincerity in her question it seemed the heiress was being truthful with her lack of knowledge regarding the sport.

Peter shook his head, "Nothing just….thought everyone had heard about it….maybe it's just a Vale thing?" he guessed with a shrug. "Anyway the place is right around the corner. Come on." he said before promptly leading them to the street corner and crossing the street and arriving at a small restaurant with them. Upon entering they each ordered what they wanted and took a booth near the window, Peter ordering a simple burger while Yang had some boneless chicken wings, Ruby having a slice of cake, Blake a Tuna sandwich, and Weiss a bowl of lettuce.

"Mmmmh, this place is perfect." Yang hummed as she took a bite of her wings.

Weiss nodded, "It is, thank you Peter." she said gratefully, Peter blushing at her praise. The heiress was much more pleasant to him than his masked alter ego, and he hoped to keep it that way, Blake seemed nice enough but was quieter than her teammates, "If you don't mind my asking, why do you have that camera with you?" she asked, gesturing to the strap around his shoulder that held his camera on his hip.

"Oh! I'm a freelancer." he said simply, "I mostly sell my pictures to the Daily Bugle."

Ruby swallowed her food excitedly, "Oh yeah Weiss! He takes pictures of Spidey!" she boasted with excitement, causing the Schnee to pout at the mention of the vigilante. Peter sunk in his seat between the window and Yang. He was trying not to bring that subject up at the table, more often then not it ended up with him being bad talked and not being able to say anything. "You know I had a team up with him once." Ruby 'nonchalantly' informed with smug look on her face.

"He left me in a alleyway after being kidnapped." Weiss stated bluntly. Peter had to hold back a chuckle but Yang let out a squeak beside him, Blake strained to hold a smile back as well which only added to the heiress' irritation, "It's not funny!"

"It's ok Weiss, next time it happens I'll stay with you." Ruby said enthusiastically. As she and her partner argued, which consisted of Weiss calling her a dolt and explaining why she was mad, Peter's scroll vibrated and saw it was Mary Jane messaging him.

"Who that?" Peter jumped when at her voice so close to him, she was looking over his shoulder at his scroll and saw the picture of him and MJ. Her Aunt Anna had wanted a picture of them together much to the redhead's dismay of her Aunt, Peter was smiling while MJ was pouting like a seven year old. "Hey that's your neighbor!" she pointed out before smirking, "Finally met the girl next door." she said, elbowing him in the side.

Peter immediately shook his head, "No! I mean, it's not like that. She's nice and all but….um, I gotta reply to this." he suddenly said as he opened the message and red it while Yang smiled.

 _.: Practice just finished, I GOT 2 SHOW U VID! :. – MJ_

 _Peter- .: At Ditko's Dinner w/ Yang and Team. Stop by? :._

 _.: LEAVE NOW! :. -MJ_

Peter looked at her last message with concern, why would he want to leave?

"Parker?" the color drained from Peter's face, looking up behind Ruby and Weiss he saw Flash, Kong, Randy, and Harry walk in the door from practice. Flash's surprised face quickly looked over the scene before Yang noticed him and looked at Peter.

"You guys know each other?" she asked, missing the sinister smile cross Flash's face.

"….Yeah, Ruby, Weiss, Blake, Yang. This is Flash Thompson, he's the quarterback at our school." the teen introduced with a forced smile. _Crap, crap, crap, crap, crap, crap!_

Yang smiled and raised a hand, "Hey." she greeted simply, mimicking how Blake had greeted him.

Flash wrapped a arm around Harry's shoulder, "Nice to meet you, this is actually great timing too. Parker I wanted to invite you to my place tomorrow, Osborn here made the team and we're having a party to celebrate." he boasted. Peter's jaw dropped like it became unhinged at the news, he felt like his life just got flipped upside down on it's head again but without a spider biting him.

Yang's eyes lit up, "A party? Awesome!"

"You guys can come too, more the merrier right Parker?" he asked, making everyone turn to him as Randy and Kong went to get a seat while Flash held Harry by his side. The Osborn heir didn't seem to be alarmed, in fact he was smiling at Peter and nodding encouragingly.

"Well Flash….I promised Ruby here I'd show her team around-" he tried to excuse himself.

However Ruby shot this plan to pieces, "A high school party?! Awesome! As Leader I declare we shall attend." she said in a fancy manner, Weiss didn't seem as for the idea but didn't outright object and Yang nodded in agreement. With the majority agreement, Peter had no option but to accept as well, as Harry and Flash joined the others at their table. Weiss proceeded to poke Ruby with her fork, "Ouch! Why would you do that?"

"You can't invite all of us to a party you dolt!" she chastised their leader, causing her to pout at the heiress. Weiss sighed, "Though….I am a little curious as to what a normal….party is like." she admitted somewhat bashfully, much to Ruby amusement while Peter looked over at Flash's table while Harry laughed at something Flash said. He still couldn't see how Harry could get onto the Griffball team when he was getting planted yesterday, he supposed that maybe Harry learned from yesterday and improved but that was a long shot at best.

After finishing up their food and paying for their meals, Peter led the team out of the restaurant, "So where to next?" he asked, wanting to get as far away from Flash as humanly possible.

"Is there a bookstore nearby?" Blake inquired, "All my books are being….used right now." she worded specifically as not to mention they were currently being used as makeshift pillars for their bunkbeds back at Beacon., making Ruby and Yang snicker to themselves but going over Peter's head.

The teen nodded, "Yeah there is a few blocks away on 57th Street." he confirmed, as they made their way towards the next destination, Peter felt his scroll buzz again. Looking down at his scroll he saw it was MJ again, _Little late on the warning MJ._

 _.: You know already don't u?:. – MJ_

 _Peter - .: Yeah. Flash invited the girls and me to his party 2morrow.._

 _.: **:(** :. – MJ_

 _Peter - .: You going? :._

 _.: I usually would go to a house party, especially Flash since he has 2 clean up, but I got a bad feeling about that one. :. -MJ_

 _Peter - .: Same. But I can't just leave him with Yang and them. :._

Peter knew that Flash would do anything bad to RWBY but he didn't want Flash to ruin his friendship with Yang and Ruby, and kill the one he was starting to form with Blake and Weiss. Soon they reached the bookstore, upon entering the leader of the team immediately went to where the comic books were, Weiss sighed while Blake went to search for some books for herself and Yang got on her scroll and started playing a game with earbuds in.

Leaving Peter and Weiss at a set of large comfy chairs with Yang lost in her game on the other side of the coffee table in front of them. _Well…this isn't awkward at all._ Peter thought with sarcasm as Weiss adjusted her seating slightly and folded her hands in her lap. "So…..what's Atlas like?" he asked, trying to start up a conversation.

Weiss of course instantly recognized this attempt at small talk and replied simply, "It's cold." she answered bluntly. She saw Peter's shoulder slightly dip but kept quiet. When she heard Ruby snicker, she turned her head to the left and saw her sitting on the floor with a comic book in her hands. _This is my leader…..be the best person, be the person, be the best person._ she repeated in her mind like a mantra. She had been disappointed that she had been chosen as the leader for their team, however she found out the hard way that complaining about not getting something that she thought she earned was not a good way to go about life. Instead she focused on being the best she could be as she was.

However that was a lot more easier to say then do. "So….what's it like having Ruby as a leader?" Peter asked as though he was reading her min. Her blue eyes glanced over at him with a look that made him feel like if they could hurt him he would be bleeding on the floor right now.

 _Don't, he didn't mean anything by it._ She thought to herself before taking a breath, "She's…..a leader who….." she trailed off.

"She has absolutely no idea what she's doing does she?" Peter asked honestly, the statement causing the heiress to snort.

It was funny….but not entirely correct, "No she knows what she's doing….it's just…thought it'd be me." she admitted, making sure that the blonde across from them wouldn't hear them.

"Well…..from the way you two get along? I'd say you guys are perfect where you are." he said, making the heiress send him a questionable look. When he saw the teen quickly recoiled, "I-I-I just mean that…if it where me? Last thing I would want to be is a leader, heck I've never been on a team before and I wouldn't have a clue what to do." he admitted with full honesty. Weiss smiled a little bit at it, "But….I think Ruby might surprise you."

The white haired girl sighed, "She already has." she admitted, recalling how dedicated Ruby was to being the leader. "And there could be much worse choices for people I would have to fallow for four years." she admitted, making Peter smile, he remembered just how worried Ruby was about attending Beacon in the first place when she was two years younger than everyone, he was glad to see that at least that wasn't a real concern.

* * *

After Blake returned with a small stack of books, the group went to the docks, the entertainment district, and finally to the residential area for some ice cream. They passed time talking about the team's classes at Beacon, the friends they made, and some things about themselves.

Peter was surprised that they actually had a ice pop in the shape of Spider-Man's mask…..but less surprised that it wasn't their most popular. "It looks like your eating his head!" Ruby proclaimed as Peter bit off a part of the 'mask' as they neared the airship dock to return to Beacon after a long day.

Yang hummed at her banana flavored ice cream, "Is it any good at least?" she asked out of curiosity.

Peter shrugged, "It's not bad….but not that good either." he admitted honestly, _Funny how something as simple as a ice cream can sum up my existence._ he thought as they entered the hanger where the ship was. Seeing the 'no food or drink' sign beside the ramp up to the door, Weiss, Blake and Yang all tossed their treats in the trash while Ruby looked at her's.

Yang noticed the look in her sister's eyes, "Ruby-" she began in a warning tone before her sister opened her mouth as wide as she could, much to the shock of her friends. "RUBY NO!" they all shouted before she slurped the treat down in a mighty gulp. A second past before she dropped the cone and clutched her head in pain.

"GAHHH BRAIN FREEZE!" she exclaimed as he eye twitched from the sudden rush of cold to her head. Yang and Weiss both let out a sigh before the latter helped her partner up the ramp to the airship.

Blake shook her head as she turned to her partner, "Does she always do that?"

"Yes….every….single….time." Yang said, thinking of all the times Ruby would use her semblance to quickly scarf something down. She never choked but she did have to give her a solid hand to the back on occasion. Blake went to rejoin their leader with a bemused smile, leaving Peter and Yang once again alone at the air dock. "Thanks for meeting up with us today Peter, it was pretty fun."

Peter blushed at her praise as usual before Yang gave him a cheeky smile, "So, high school party tomorrow. That should be fun, maybe they'll play seven minutes in heaven?" she teased, making Peter frown as he thought of how Flash made him spend the entire party locked in the closet when he invited him last time. She noticed his change in demeanor instantly, "What?"

 _Flash is a real jerk and he constantly uses me as a target a school and I don't want to go to his party._ Peter thought but didn't dare say it. "Nothing just…with my luck me and Harry will get in there together." he joked, making Yang snicker in amusement. "Blake and Weiss seem really nice, Blake is really quiet though." he noticed, thinking to how he and her barely had a conversation the entire time she was with him.

The blonde nervously chuckled, "Yeeeeaaaah, she's a real…..personal person." she excused. "But she can be fun. She was all for helping us make bunkbeds."

"Which sound like deathtraps waiting to happen." Peter interjected upon recalling what they looked like from the pic Ruby showed them. They made condemned buildings look like playgrounds in his eyes and would kill more people, "Man I'm glad I don't have siblings, I couldn't stand to live in a room with someone else."

Yang smiled fondly, looking back up the ramp where Blake and Weiss were patting her sister on the back as she keeled over halfway up, "Trust me, you're missing out." Turning her attention back to Peter she quickly pulled him into a one armed hug, "I'll see you tomorrow, we'll stop by your place on the way to the party!" she called back as she rushed up the ramp and passed someone on the way down.

Peter frowned, _Yaaaaaay._ he dryly thought as a woman passed him, as she walked past him however he did a double take at the woman. It was Conner's wife! _A professor at Beacon, DUH! Well if I can do one thing right today, might as well be this._ he thought she walked by. Dumping his teat into the trash as well, he fallowed the woman outside to a taxi waiting for her, as she got into the car he ducked into a alley and changed into his costume and fallowed the car from the air. _I really hope she and her husband share the same field of science, I'm smart but I doubt that I'd be able to make something from scratch that could turn her husband back to normal._

The teen threw out another line and swung over a building to catch up with the taxi, it pulled to the curb and stopped in front of a humble brownstone with a large yard behind it. Spider-Man meanwhile crouched on the rooftop's edge across the street, "Alright great, now what? Zip down and tell her 'Hi Doctor Conners? I think your husband turned himself into a giant gecko could you help me'? What's going to stop her from screaming and running away?"

"AHHHHHHHHHHH!" a woman's voice pierced the night, making the teen stand up, it came from the Conner's house!

"Well I was right about the screaming." Peter said before attaching a line to the front of the house and swinging down towards the open door, time slowed as he flung through the threshold of the house, the Lizard was there in front of the doctor between her and the stairs. Flying over her head he kicked the reptile through the house.

The pair blasted out the back screen door to the house with Spider-Man riding by his feet on the Lizard's chest. When they hit the dirt however the large carnivore rolled and pinned Spider-Man beneath him with his clawed hands pinning him to the ground. Spider-Man struggled in his grasp as green drool from the Lizard's mouth hit the ground next to him, "Ew! Look Doctor Conners? Um….I swear I had something clever saved but-"

The creature released a loud roar, **_"SSSSSPIDER-MANNNN, DIEEEE!"_** The Lizard spoke before opening it's mouth, on front of the widened lenses of the vigilante.

 _This is not the way I wanted to get out of going to Flash's Party!_

* * *

 **AN: …..wait that's it? Aw man! Why the hell would he…oh wait that's me.**

 **Well I figure since this is already over 9 thousand words long I should at least give you guys a breather. Plus this is a good place to stop, nice little cliffhanger. Also the outfit I described Peter having will basically be the Volume 1 outfit for him, MJ's will be the one she was described wearing and so on for all the others.**

 **Now…..you guys know me, I'm a huge Spider-Man fan. I first saw this red and blue wisecracker back in his 90's cartoon (which was so censored it's unreal you could label it having action). I read Bendis and Bagley's Ultimate Spider-Man when it started coming out in 2000 (no comment on Bendis' Superman aside from WTF dude?) and also read John Romitta Jr and Michel J Stra…MJS's run that was coming out around the same time all the way to One More Day.**

 **And then I stopped because we all know ONE MORE DAY IS THE WORST PIECE OF SHIT STORY TO EVER EXIST AND WE HAVE JOE QUESADA TO THANK FOR IT. And after that we got a bunch of people writing spider-man, some were good, some where bad, but it was mostly….meh. And then Slott came on with Big Time and it got me reading regularly again.**

 **And now we got Nick Spencer, the guy who got Captain America to say two….controversial words. However I also heard that the leadup to Secret Empire in his Cap run was amazing so I honestly wouldn't mind giving it a look someday. And now he's writing Spider-Man with Ryan Ottely, who has worked with Robert Kirkman (Walking Dead, Kill, Kill, Kill, and Marvel Zombies) to make Invincible.**

 **And I'm not gonna lie, I really dig his art….for the most part.**

 **Now they're working on my all time favorite character after a ten year run of mostly good spider-man stories? I'll admit, I did not pick up #1 at the store on Wednesday when it came out…then I saw the spoilers and holy shit I need to buy this book. Now I won't spoil it, if you haven't heard about the spoilers great for you, I hear it's great, it brings Spidey to his basics and that is great.**

 **I'm going to pick it up, read it through, and honestly I think I'll like it.**

 **Now then with the Spidey news corner out of the way, I got an honest question, are my fight scenes too short? If they are please tell me because I really want to know.**

 **Until then everyone…I'll be thinking of Lizard Jokes that I think are funny.**


	10. Chapter 10 (Creature PT2)

**Creature Pt 2**

 **Maelstrom Ressurrected: I LOVE MY HERO ACADEMIA. I would love to write a crossover (in fact I had one in mind about MHA and Legend of Korra but it didn't work out because of what I wanted it to be versus what it could be). And I can't lie I've thought of a Spidey/MHA crossover a few times in my head but I'm not sure if Spidey could keep up with them power wise…..then again he does have a wider range of powers than most of them. But that's if you made him a student I could see Spidey as a teacher at UA as well.**

 **Great Saiyaman54: Alight I know that people want to know when the Black suit comes into play. I have a really neat idea about that and Venom as well that just clicks with RWBY in general. But do not expect it that soon, it's not that far off either to be honest, it'll be here when it's best ready.**

 **Sailor Luck: Yeah I wanted Peter to have a moment with Weiss like Spidey did.**

 **AnimeKing6: There are some spider-man characters who I intend to make Faunus.**

 **Atom King: Well you'll find out right now!**

 **Dragon Naruo: Six? Wait…Ock, Vulture….wait has Lizard ever been in the Sinister Six? I'm serious I don't think I've ever seen him on the team before….wow that is so weird.**

 **Guest 1: Yeah that's how most High School Parties go.**

 **DarkDevilKnight: Oh no I totally understand, Yang is awesome and possibly my favorite character in the show…and I'm sorry but you'll need to be clear on what your damning all to hell.**

 **Guest 2: Awww! Thank you!**

* * *

"I'm sorry I didn't catch that, it sounded like you have a lisp could you repeat that?" Spider-Man asked jokingly as the Lizard reeled it's head back and snapped it's jaws at the teen. He craned his head to the side, the reptile taking a large chomp out of the grass next to the vigilante's head before Spider-Man rammed his head into the creature's eye, making it recoil as it cried out in pain and letting Spider-Man slip out from under him.

Springing off his hands, Spider-Man landed onto the back wall of the house as the Lizard recovered, _That was a little too close!_ he thought as a web splattered on the Lizard's face. He heard voices inside the building, _I need to get Conners out of the neighborhood before he tries to eat someone else._ Peter thought as the Lizard ripped a bird fountain up from the ground in the nearby garden and threw it at the vigilante. Spider-Man sprung off the wall and shot a webline back at the statue before it could hit the house and swung it over his head onto the Lizard's. "Do you see birds yet?" Spider-Man asked before punching the creature right in the snout.

"Wait, do I do that to crocodiles, or sharks? Or both?" Spidey asked before doing a tail swipe at his head and doing a flip back to dodge the claws, "Nuh uh! I still need to sew this suit from when you last ripped it!" the teen shouted before diving forward and ramming his elbow into the Lizard's chest, sending it back into a tree in the yard. _That's the spirit webhead just keep hitting him, doesn't matter how big, scaly, or downright ugly he is, he can't keep this up._ He thought as he rushed forward, not noticing the Lizard's claws dig into the bark of the tree before his tail swiped up from between his legs and struck the teen upside the head. _AGH I HATE THAT STUPID TAIL!_

The teen slid across the ground, uprooting the dirt from how hard he was hit, the Lizard charged on all fours at him this time. Spider-Man flipped onto his hands and back onto the wall of the house before shooting off over the Lizard's head past the tree, throwing out a webline to it as Conners skittered around on the ground to chase after him. Spider-Man swung around the tree to the Lizard's side and grabbed the back of his lab coat. **"Give me my ssssson!"**

"Sorry I know that this is the worst way to be carried since it stretches out the fabric but I'm pretty sure turning into a Lizard might have done that already." The webhead said as he tossed the creature over the fence and onto the concrete. Spider-Man landed on the fence to the back yard, "Alright doc let's try talking again, me? Spider-Man. You….do you prefer Curtis or Curt?" he asked whilst gesturing to the reptile.

The reptile's glare made the teen gulp, **"I Sssshhhalll not rest until I have what'ssssss mine!"** The reptile declared before taking off on all fours down the street, the teen swinging after him.

 _Can't let him get away again!_ "What you threaten me then run with your literal tail between your legs!?" he taunted as the Lizard leapt onto the side of a building and scampered across while Spider-Man shot a webline and swing towards the wall as well. _Crap I can't keep up with him on walls! If only I could just ru…wait a sec._ he thought as he brought his feet up and planted them firmly onto the brick wall and began to run along the building after the Lizard who leapt across at a intersection up ahead.

"Ok duh Spidey! What am I thinking?" he asked as he leapt off at the intersection in to road and used a web swing after Lizard and then going back onto the building as Lizard diverted up. Running after him, Peter thought quickly and fired twin weblines up at his tail and leapt back off the building with a strong pull of his arms.

The gravity and his own strength were enough to yank Conner's free of the wall, Spider-Man sprayed another web to slow his decent while Conners plummeted to the road below. He broke through the concrete as cars swerved, one of them however clipped another stopped car beside the hole in the street and began to fall in before Spider-Man landed on the hood and threw out webbing on either side of the car and used his upper body strength to pull it back up onto the road, the mother driver inside was holding onto the wheel in a death grip as the kids in back stared with wide eyes at the vigilante.

Once all four wheel were on the pavement, Spider-Man let go of the webbing, "You all ok? Anyone hurt?" he asked, the mother looked back and checked her kids and shook her head at her. "Good, stay here until the EMTs show up." he advised before backflipping off the hood of the car and down into the hole where he connected a webline to the underside of the road and hug over the underground.

Turning on the Spider Signal on his belt he looked down both ways of the tunnel, finding no sign of the Lizard. _Perfect…well I better get back to the Conner's house. I got some questions._

* * *

Peter returned to the Conners household with a slightly shocked Dr. Martha Conners inspecting the damage to her house, and after explaining his findings, Martha led Peter down into the basement of her house where her and her husband's lab was located, "Spider-Man I must admit….what you're saying is….very hard to hear." she said honestly. "Curtis told us that he was just going out of town for a few days but….it's nearly been a week." she said as she turned on the lights.

Peter couldn't stop his eyes widening beneath his mask at the lab, or moreover the state it was in, the equipment that would take him a lifetime to be able to purchase was all in a state of disarray. The Lab's main features included a long table where multiple chemicals and the like used to be but where now mostly broken across the ground, beneath the stair was a large reptile habitat with heat lamps inside as well as a small pool of water.

Martha was shocked by the state as well, carefully avoiding some spilled chemicals and their shattered glass containers on the floor as Spider-Man crawled along the ceiling, "Look doc I hope I'm wrong too but unless your husband experimented on a alligator or something and gave it the intelligence to speak? I got like a dozen other ideas and each of them get stupider than the last." he stated as she made her way to the end of the large room the same size as her house.

On a table was a projector and keyboard which she turned over onto it's base before turning it on, the screen showed two strands of DNA, one of them labeled as Conners and the other as Test Sample 006. Martha swallowed, "Curt…..he must have made a counter agent in case something like this happened." she said as she began searching through files. She brought up a new strand of a formula.

"It looks like….it would act as gene filter, purging out the infused genes of the lizard DNA and mending the alleles that were damaged by the bonding." Spider-Man examined. The Beacon Professor's eyes widened at the teens' analysis of the complicated formula. When Spider-Man caught her shocked expression he coughed into his hand, "I err…study a lot." he excused.

Martha refocused her attention back to the screen, "It seems that you're right but…he looks like he wasn't able to develop it and with the lab here…..wait! My lab at Beacon! I can finish the formula there!" she exclaimed suddenly before pulling out a flash drive from her pocket and plugging it into the side of the projector. "I'll take Billy with me, I have a room on campus…..it should be safe from Curt….." she paused before turning her head to vigilante, "Spider-Man I beg you, if you find Curt call me. I'll get there as fast as I can and give him the antidote." she explained as she wrote her.

The masked teen nodded, "Of course…..but there's something that I don't understand." he said before looking back at the destroyed lab. "Why would he trash the lab? You said he went missing after he left for work one day, why come down here and toss the place?" he wondered aloud.

The scientist frowned, "I was wondering that myself…..and I did noticing that the other samples of the formula we were working on isn't here." she revealed, causing Peter's eyes to widen. "I think he wants me and Billy so he can…." she trailed off, not even daring to say it out loud.

"…I'll bring your husband back doc. I promise." Spider-Man vowed as he took the slip of paper from her hands. The vigilante crawled back up to the door to the basement before dropping down to the floor, closing the door behind him the teen took a long tired sigh, _So to recap, giant lizard is a regular dude who was trying to help his paraplegic son walk again. Now he's bigger, stronger, and just as fast as I am, oh and let's not forget the cherry on top that Yang and them are going to a party at Flash Thompson's house tomorrow._ he thought tiredly.

"Um….hey." Spider-Man looked over to see a boy about thirteen years of age sitting in a wheelchair at the entrance to the kitchen. He had blonde hair like his father and freckles across his cheeks like his mother, "I just….i wanted to say thanks for saving me and my mom." he said bashfully.

Peter smiled beneath his mask at the preteen's awkwardness, "Hey no problem…..sorry I mess up your guy's back yard." he apologized.

Billy shrugged, "It's ok. I never went out there since there's a step down and…..well…" he gestured to his chair. "Plus the wheels can't do dirt very well." he added before growing silent. "…..that thing really is my dad isn't it?" he asked sadly. Spider-Man slowly nodded, making the child bow his head slightly, "It's because of me…the three of us were in a car wreck a few years ago and dad? He got a bruise while I got this chair." he explained, the teen frowning at the story.

 _Can't even imagine what Curt went through….but I got an idea of what this kid is feeling right now._ Peter thought to himself as he remembered the night his Uncle Ben had died. "Billy…..this isn't your fault." he said with conviction, "This was you're dad's choice, not yours. You said it yourself, it was an accident." he said before placing a hand on the kid's shoulder as he looked up at the vigilante, "Believe me, I know about responsibility, what happened to your dad isn't yours. And he'll be back to his old self in no time…..I swear it." he reaffirmed before stepping past the child and out to the back yard before swinging away.

* * *

After getting back home and getting some well deserved sleep, Peter awoke early the next morning to repair his costume. Peter snuck past Aunt May's room and crawled downstairs on the wall to make sure she wouldn't wake up, upon entering his basement he descended the stairs and walked over to the chest where he kept his web fluid chemicals, costume, and webshooters along with the spare one he in the middle of making. _I really need to get on that._ Peter thought to himself as he stitched the claw marks across the front of his costume shut.

The actual wound cleared up quickly and was already a faded scar on his chest, _In fact I am in serious need of a upgrade. Why don't I get one? Oh right, I'm poor._ he thought with a hint of snark before he finished sewing and dropped his suit into his chest and locking it shut, he stuffed the key to the lock in his pocket and began to creep his way back upstairs. However as he opened the door to the kitchen he found that Aunt May was already busy making breakfast, "Morning Peter." she greeted with a smile.

Peter however was flabbergasted, "But….how did you…..I didn't hear a thing!?" he asked as his aunt finished masking scrambled eggs and laid a plate out for the two of them. Seeing that the plate had bacon and toast as well left the teen even more confused, "What time is it?" he asked, taking a seat at the table, thinking he had simply lost track of time downstairs.

"It's ten sixteen, and you are nowhere sneaky as you think you are…..and the cellar door creaks." she added as she took a seat across from him and began to eat. "So, any plans today?"

Peter prodded his eggs with his fork, "Well….Harry joined the Griffball team and Flash is throwing a party for it, he invited me and Ruby's team to come by later." he said without any enthusiasm. Taking a glance up at Aunt May he saw she was absolutely beaming at the news, _Oh boy._ he thought.

"That's great! You know that nice shirt? The blue one? It's downstairs, I'll wash it for you." she said excitedly, her smile making Peter mirror it even though he hated the idea of going to a party hosted by Flash. As he ate he thought about Conners, he had e-mailed Robbie this morning to ask if there had been any sightings of the Lizard from yesterday, something he found out was that right after people called the police, they would usually call the news right after.

But there was nothing, no sightings since he dropped Curt into the underground, the Kingdom's underground sewers and tunnels were a maze but it had a ton of exits all across and even outside the city. Looking for the Lizard would be a waste of time, he needed to wait for it to make it's move. _On the one hand I could ditch the party and just spend the day looking for him and probably come up with nothing, or go to the party and just stand in the corner while making sure that Flash doesn't get a chance to talk with Yang…..man you would think that the superhero part of my life would be more exciting but honestly my normal life sounds more exciting._ he thought to himself.

Finishing his breakfast he washed his plate in the sink before heading upstairs to his room, shutting his door behind him he walked over to his bed and fell face first into the mattress. He didn't want to go to the party of course, he knew that the moment Flash got a second alone with Yang or any of the girls he would spill Penis Parker's reputation to them. He hoped that it wouldn't matter like with Harry and MJ, they liked him for who he was but that was because they both knew him.

To them, Peter Parker was the professional wallflower of Midtown Magnet High, the kid who always got picked on even if he was nice guy. The guy who flakes on them constantly, the guy who can't afford the most basic of things half the time because he had to give most of his money to his Aunt for their home. RWBY just knew Peter Parker, nice guy from Patch who was a little dorky but charming as well. _Least I hope that's what they think._ he thought before his scroll began to ring.

Lifting his head up from the bed he saw that it was Mary Jane, he accepted the call and raised the device to his ear, "Hey MJ." he greeted.

'Hey Peter what's up? You look like someone kicked your dog?' she asked, making the teen sit upright with confusion, how the heck did MJ know what he looked like over the phone. 'Peter….the window?' she asked with a hint of smugness. Peter turned his head to the window over his bed and saw Mary Jane looking at him from her bedroom in her house. However Peter's face flushed and adverted his head when he saw she was simply wearing a white bath robe, Mary Jane nearly laughed when she saw him react, 'Peter. It's a robe, not my bra and panties. Relax.' she said across the phone, she saw his face turn even more blustered with mention of undergarments, 'Peter you're a prude.'

Peter frowned, it wasn't an insult but he did not like being labeled as something that wasn't him, "Am not!" he proclaimed.

'Oh yeah? Look over here then.' Mary Jane dared, making Peter swallow. He wasn't blind to the fact that Mary Jane was probably one of the most beautiful girls he ever met. He never told her that though, that would be it's own unique brand of awkward which he could never put back in the bottle. And he was guy as she was a girl, even though he was attracted to Yang he had checked MJ out once….or twice…maybe around half a dozen times. Though to be fair he checked out Yang twice as many.

But deciding to prove her wrong about him being a prude he fully turned his head towards the window and looked back at MJ. Her short red hair was still wet from the shower with a few droplets falling from the tips, there was twinkle of mischief in her eyes as his tried to stay locked with them but failed, scanning over the confident smirk she had. The robe wasn't anything provocative like some on TV would be, but the slight hint of skin that peaked out from between her shoulders made a lump appear in his throat which he quickly swallowed.

For the briefest of seconds he forgot about Flash, RWBY, and the party but it all came crashing back as soon as MJ spoke across the phone into his ear, 'So what's up?' she asked simply, drawing his mind back to his current predicament.

"Flash's Party." he said plainly.

MJ let out a huff, 'Then don't go, I mean I get you're worried that Flash will tell Yang but let's be real, he broke up with Liz and Yang is hot. Might just be simple as that.' she proposed, the image of Yang and Flash entered his head and he just as quickly killed it.

"Well that sounds worse than getting outed as Penis Parker." he said disgustedly, the idea seemed to spread to MJ and she stuck her tongue out with a look of disgust. "You sure your don't want to tag along? Flash sucks but Yang and her friends are pretty cool." he said honestly, he could imagine MJ getting along with any of the members of the team.

MJ turned her back to the window, leaning against the wall beside it, 'No thanks. Besides I heard back from the Drama club!' she said cheerfully, 'They don't have any roles for me to play, which kind of sucks, but I am making the clothing for the play so that's pretty cool.' she explained, looking on the positive side.

Peter smiled at the news, "That's great MJ!" he praised, his enthusiasm causing the redhead's cheeks to pinken, thankful that he couldn't see her face at the moment through their windows. Genuine Praise like that was something she wasn't entirely used to yet, but she was quickly starting to like it, "I have been meaning to ask, why are you into theatre? If you don't mind me asking."

It wasn't a loaded question but MJ thought about her reply as though it were, 'That's a face to face conversation Peter.' she replied, making sure not to sound harsh.

"Well you could look out your window." Peter countered in a tongue in cheek way that made her roll her eyes.

'Look I'm going to change and as flattering as it would be for you to stare in awe? I like my privacy.' she teased, turning her head slightly and seeing his face warm up once again out the corner of her eye made her smirk. She suddenly remembered something she was meaning to bring up, 'Speaking of Harry, I got another vid of his practice? Peter…it was unreal. You need to see it.' she said with a serious tone.

"Unreal how?" Peter asked curiously.

'See for yourself.' she said before hanging up and pulling the blinds closed to her window. A second later he got a new video sent to him onto his scroll. Playing the video he watched as the smaller Harry Osborne charged at Kong, however when they collided the larger Kenny Kong was sent toppling over to the side as though he had ben hit by a car.

"What the-How!?" Peter asked as another video played, showing Harry jumping high into the air to stop a interception. There was no way this was Harry, and if it was how on remnant did he go from the team's tackle dummy to this? _Ok yeah if anything I need to go to the party just to ask Harry how he did so well._ he thought before letting out a sigh, _Man I was hoping MJ could come as my backup to keep a eye on Flash but I guess that's out of the picture…man, MJ…..I mean she is really pretty but that was-OH MY GOD THE WINDOW!_ He realized with enough shock to make him stand.

Every time after he got home late at night he would crawl into his bedroom though his _window_ while May was asleep! Mary Jane has a clear view of both his windows and could easily catch him if he went crawling into his room. _Lucky Parker, you are so, unsarcastically lucky that it is not even funny!_ he thought as he walked to the window that looked out into the back yard. _Ok from now on I got to come in through the cellar door, neighbors can't see me then._ he decided.

He couldn't believe he had been so careless, bad enough some people in the neighborhood reported seeing him as Spider-Man swinging around here late most nights but if he was spotted at the Parker house? He didn't even want to think with that possibility, _Ok Parker enough with the heart attack, you got to get ready for Flash's party…ugh, this is going to be greaaaat._ he thought with a drawl.

* * *

Peter spent the day keeping himself busy, doing his homework, organizing his bookbag, cleaning his room, refilling his webshooters, and checking for any news on sightings of the Lizard or any other crimes that were in progress. However there was….nothing, nada, not a single crime in the area that required Peter's attention. _The first time ever I desperately want some sort of supervillain to pop up and they're nowhere to be found. Typical._ The teen thought as he watched the clock beside the front door tick by.

Peter slumped on the couch with nothing but dread on his mind, thinking of how many ways the party could go wrong. Flash could just announce that Puny Parker had arrived, if so he could laugh it off and play it as a joke, but then again Flash and Kong could separate him from the girls and then one or the other could tell his secret to the girls. Or better yet he could just throw him in the closet again, that would be fairly humiliating.

 _Ok Parker focus! Go there, make sure Flash and Kong don't make you look like a moron, and talk to Harry about how he got on the team. Simple._ he thought before noticing the red, blonde, white, and black colors walking down the sidewalk towards his front door. _Well, might as well get this over with._ he thought, standing up from his seat and walking to the door, "May, I'll be back later!" he called out before opening and closing the door behind him.

Walking out onto the street to the girls, Yang smiled at him and for a second Peter forgot about his concerns and worries. "Don't want your Aunt to know you're hanging our with so many lovely ladies?" she asked, turning her side to face him and gently elbowing him. Peter genuinely smiled at the blonde's joke, Yang always found a way to lift his spirits no matter how bad a day he had or how sorry he felt.

Weiss let out a huff what Yang's implication, "No I just don't want her to offer sweets and you blame me for gaining a pound." he replied, making the blonde pout at him while Ruby let out hum as she thought of the cookies that Aunt May had sent her and Yang. "Come on, Flash's place is just around the corner." he said as he began walking down the street with the girls. When they reached the street corner they crossed the road and stopped at the first house with a large amount of cars parked on the road in front of it, "Here we are." he said unenthusiastically, the team collectively blinking as they realized that Peter was being literal when he said Flash lived just around the corner.

Walking up to the house, the door was already opened and the house was packed with people, "I didn't expect this many people here." Weiss admitted as they entered the house, there as music playing but Peter could barely make it out over all the talking going on. Out the corner of his eye he caught two people seemingly arguing in the corner, there was also a couple making out on the couch, and then there was one guy who was very clearly intoxicated by the way he was wobbling.

Yang however had the most nostalgic smile on her face, "Ahh, high school parties. A time for people are age to have fun, watch people make idiots of themselves, and trash someone else's house…..it's great." she said happily, making Blake give her partner a skeptical look.

"That doesn't sound that entertaining." the raven haired girl said, promptly before someone threw a Giffball across the room and him someone in the back of the head, making them fall forward and flat onto their face and making the surrounding party goers burst out in laughter. The girls had varying degrees of amusement, Blake having to cover her mouth while Weiss snorted out a laugh before pretending it didn't happen, the two sisters on the other hand didn't attempt to hide their laughter. "Ok, this might be a little fun." she admitted.

As that happened however, Peter was scanning the crowd like a hawk in his search for Harry. When he felt a hand on his shoulder he turned hoping to find Harry…..only to grimace when he saw it was Flash, "Hey Parker, glad you could make it." he greeted cheerfully over the music.

However he forced a smile, "Thanks Flash….have you seen Harry around?" he asked, trying to grit his teeth and give away his displeasure.

"Oh yeah, Osborn's over by the staircase." he said, pointing behind him to the wall beneath the stairs where Harry was leaning against somewhat awkwardly with no one to talk to. Peter walked over without hesitation, Flash fallowing behind him for a few steps before breaking off towards the staircase.

When Harry saw Peter his eyes lit up with a smile, "Pete! Man thank god you're here I don't know any of these people." he said gratefully, making Peter smile as well. He had feared that Harry was brainwashed by Flash and the other Griffball players, "I still can't believe I got on the team, I mean I hoped I would but the look on Flash's face when the coach said it? Man I really wish you could have seen it." he said proudly.

Peter's smile vanished, "Yeah Harry, MJ showed me a clip of you playing…..the day before and then….." he trailed off, Harry still smiling with pride. _What is wrong with me? My best friend is happy and I can't believe it because it's Harry?_ He though critically before smiling again, "I just wanted to say….I'm sorry for not being supportive, and I'm happy for you man." he said.

Harry's smile only brightened, "Thanks man that means a lot…though I gotta say, you showing up with four girls kind of shows me up." he joked, Peter snorting as he looked back to the girls and saw them mingle with Gloria Grant who seemed to compliment Yang on her skirt tail.

Peter turned to Harry and put an arm around his shoulder before leading him over to Team RWBY, "Hey guys I didn't get a chance to introduce you guys earlier, Ruby and Yang you guys have already met but Weiss, Blake, this is Harry Osborn, my best bud." he said, introducing his friend to the girls.

As Harry greeted the girls, Peter smiled to himself, _Ok Parker, that's one situation taken care of. Now I just need to keep an eye out for Kong and-_ he stopped when he felt his sixth sense buzz in his skull. Now whenever his spider sense went off it usually indicated the danger by it's direction but it was…..above him? He looked up just as he felt a palm on his chest shove him back into the wall beneath the staircase where Flash was awaiting him with a large bucket of something before pouring it down, dousing the young teen in something sticky, purple, and gooey.

The entire room was silent before bursting out into a fit of hysteria, it was jelly, purple jelly, the kind that you get at a gag shop that stunk like throw up. "Give up for Penis Parker everyone!" Flash called out, making the color drain from Peter's face as the entire room began chanting Penis Parker. He didn't dare look over at team RWBY or Harry for that matter, he instead looked up at Flash and gave him the spiteful look he ever made.

He wanted to punch Flash so hard he'd go through the wall and shut everyone up, his hands were already clenched into fists as the chanting continued, he needed to leave the room before his anger won over and so he stomped through the house towards the rest room. He heard Yang say his actual name but he ignored it. Exiting the living room he found the bathroom was empty and shut the door behind him and locked it, he could still hear the people in the house chanting outside but he at least had a moment of reprieve form the insults.

Walking over to the sink, Peter looked in the mirror and frowned even more, he was absolutely covered in this crap! _I just-I want one thing, ONE THING and….I can't….I can't even have….goddamnit…_ he thought as water gathered in the corner of his eyes but quickly wiped it away. Turning on the sink he tried his best to rinse the substance off himself, but it was in his hair, stained into his clothing, he couldn't just clean this up. The teen grit his teeth, before raising them up and slamming them down with a yell, cracking the sink at where he hit.

He looked out the window to the bathroom, he was not going to out through that crowd of insults. Unlocking the door he opened the window and easily crawled outside. The party was contained to the inside of the house, so no one was outside to wintess Peter Parker scale the side of the Thompson residence. Reaching the roof, he looked over at his house just around the corner, _I didn't even last a full hour….you know what? No. I am not talking this crap!_ he thought as he jumped from rooftop to rooftop until he reached the parker household. Dropping down into the backyard he entered the cellar and shut the door behind him.

Reaching the bottom of the stairs he dug out his key and unlocked the chest containing his Spider Suit. _I need to find someone to beat the ever-loving crap out of._ he decided as he pulled out his costume.

 _(Meanwhile at Flash's House)_

Team RWBY stood I shock at what they had witnessed, Ruby was always taught that bullying was wrong but that….that wasn't just being mean or hurtful to someone. That was plain humiliation, it was making someone look bad for entertainment and somehow that somehow was worse than any physical harm done to a person. She wanted to yell and tell everyone to just….shut up, their chanting simply added more hurt to Peter and that was the last thing she wanted.

Blake meanwhile had a hard look, her jaw locked as she bit back every word that she wanted to say. She knew a different kind of torment than this but she still sympathized with Peter. No one should be brought down like this, no one deserved that even if they were a horrible person, which was a far cry from how Peter seemed to be even if she didn't know him as well. But he was Yang and Ruby's friend, that already spoke of his character.

Weiss's eyes where narrow enough that when someone looked at her mid chant, they shut up. In her mind she was thinking of any rule, possibly law, that could make everyone here regret their insults.

But Yang….Yang was the worst.

Her eyes had turned from their lovely lilac color to a fiery red in the time it took to blink after Peter left the room. She tried to reach out to Peter but he ignored her, no that she blamed him at all, instead her rage induced gaze was locked onto Flash who was laughing his ass off. Her hair began to glow as she took a step forward, the rest of her team noticed and immediately went into trying to form a barrier between her and Flash, "Yang-" Ruby began, her tone nervous at her sister.

"Guys. Move." she said simply as Flash noticed them finally.

"What are-are you serious!? It's a joke! Besides it's Parker, who cares?" he asked, the three ladies holding Yang back all sent him a look that implored him to shut up. The quarterback then noticed that Yang's hair was starting to radiate fire and decided to keep quiet.

Yang however was glaring at the other blonde, "What in the world is wrong with you!? What's wrong with all of you!?" she yelled as she looked around the room to everyone who had stopped what they were doing when they saw her hair was on fire. "What did Peter Parker ever do to deserve this? Huh!? Anyone?" she asked, the room remained silent, not daring to speak up against any of the huntresses in training. Yang whipped her head back to Flash, who didn't look regretful at all and it simply made her even more angry.

But then Ruby spoke, "Yang….let's find Peter and leave." she said, bringing Yang back out of her anger, she had utterly forgot about Peter and where he went.

"Uh…." the four looked over to Harry who had returned from the bathroom, "He might have beaten you guys to the punch on that one. He gone." He said, pointing his thumb back over his shoulder towards the empty bathroom he fallowed Peter to before he shut the door behind him. Yang turned on her heel and stomped out the door, making way for the others on her team as the guests parted, a Harry fallowed them out, he turned back to Flash and Kong, he shook his head with shame before fallowing the girls out.

Harry caught up with the four as they searched the street for any sign of Peter, "I can't believe they would just do that to someone for fun!" Weiss spat out with disgust. "I have half a mind to call the police and-and-" she faltered, there wasn't anything illegal that occurred as far as she knew.

Ruby put a hand on her shoulder, "Weiss I know you're mad but right now we got to find Peter. He needs a hug right now." she said, adding the last part with a sad voice.

Yang turned to Harry, "Any idea where Peter might go?" she asked.

The Osborn rubbed the back of his head, "I don't know, I mean usually when crap like this happens with Flash he just…..takes it and moves on." he said with a shrug, causing the four girls to freeze at his words. Harry looked at them with confusion, "What?"

"This happens a lot?" Yang asked in disbelief.

Blake shook her head, "You mean to tell us that Flash, does this sort of thing to Peter often, and no one does anything?" she asked with distain. She understood faunus' being ignored because they were different but Peter….well being human aside he seemed far too normal to be ostracized.

Harry rubbed the back of his head, _Hoooboy._ he thought before taking a deep breath, "Look Peter just didn't want you guys to know." he explained simply.

"What? Why? We're his friends, we would have helped him." Ruby said without any hesitation.

"You guys are also attending Beacon all week with only weekends." Harry pointed out to the cloaked leader. Seeing Ruby frown sadly at his words, Harry shook his head, "It's not your fault Ruby it's just…..Peter wanted to just be seen as a normal guy to you guys instead of…Puny Parker." he explained, frowning at that stupid nickname that Flash made up. He had seen how mad Yang was and honestly he would have let her go at Flash if he had the chance. But then he thought of how guilty Peter would feel because of course he would, it was Peter.

Yang was silent, the fact that Peter had been keeping something like to himself hurt a little but it was understandable. But still she thought he trusted her enough to tell her that…..but then again how do you tell someone that who doesn't already know? "Either way, I think we should find Peter." Blake spoke up as she looked at Yang. "Do you have his number?"

Yang nearly facepalmed, why didn't she think of that?! Pulling her scroll out of her pocket she was about to dial when Harry stopped her, "Wait, I'll do it. If he sees it's you well…" he trailed off but the message was clear, Yang shouldn't be the one to talk to him. She nodded solemnly and pocketed her scroll as Harry retrieved his and pulled up Peter's number.

 _(Meanwhile with Peter)_

"Oh my god you have no idea how badly I've wanted to beat up a bald fat guy." Spider-Man said as he swung over a large and bald purse snatcher and landed in front of him on the sidewalk. The man swung a fist at the wallcrawler, "Really? How stupid are you if you think you can just punch me out?" he asked before the man threw another punch, Spider-Man held his palm out and caught the fist and pulled the thief in close with one hand and slammed his other into the thief's gut.

With the wind knocked out of him, Spider-Man swung him over his head and threw him into the ground, knocking him out cold, "Well….that wasn't entirely satisfying." he admitted before grabbing the purse as the woman it belonged to slowly approached the scene, "This yours?" he asked, the woman nodded and Spider-Man tossed it to her before swinging away. He did however notice that the lady held her nose as he swung overhead, the stench of Flash's prank still sticking to him as he did to buildings.

That was the third crime he had stopped since he left Patch, he had swung into the city as fast as he could to find someone or something to let out his frustration out on and as luck would have a robbery in progress and car theft had been available along with this purse snatcher. _Ok I feel a tiny bit better but-_ he stopped when he heard his scroll ring. Stopping on the side of a fire escape, he pulled his scroll off his belt and looked at who was calling him.

When he saw Harry's face on the phone he frowned, _Sorry Har, I'm not in the mood to talk._ he thought as he declined the call. Honestly out of all his friends, Harry was the one person he could talk to about almost anything, he knew every part of Peter's life….well not every part obviously. _I'm still so pissed off! God I just want to go back there as Spidey and just hang Flash upside down with his underwear pulled down, see how he likes being humiliated._ he thought, putting his scroll back into place before throwing out a webline and swinging on it.

When he heard someone yell below, he saw someone be thrown out of their car by someone with blonde hair. "…..this doesn't make up for it universe! It's not the real thing and you know it!" he spouted out before landing on the hood of the car. "Oh wow, carjacking, how original…" he dryly greeted before the blonde carjacker drew a gun which Spider-Man webbed up, "Buddy you are failing this so badly I'm getting dumber just standing here." he insulted before webbing him to the car seat.

* * *

After taking care of the car jacker as well as a few other small crimes, Peter returned home after a busy day of helping out around the kingdom. Or rather going on a spree as the bugle was sure to say. After taking a long shower to rid himself of the stench he immediately went to bed with a snack for the night, the next morning when he went down the stairs the teen was frowning, _Well better the day over with, humiliation, ridicule, name calling, take me away._ he thought sadly as he entered the kitchen.

Stepping into the room, May was over to him in barely a second, "Oh sweetie are you feeling alright? You look pale." his aunt said, making Peter raised his brow in confusion. He was about to speak but May held the back of her hand to his forehead, "Oh you're burning up!" she said dramatically, confusing Peter even more as she let out a sigh. "Well I guess I'll need to call you in sick." she said.

When he saw his Aunt's lips twitch into a smile he realized what she was doing, Yang and them must have come by and told her about what happened at the party. "Aunt May-" he started before his aunt grabbed his bag and took it from him.

"Well it's a good thing I had time to make wheatcakes for breakfast." she interrupted, Peter looked over at the dinner table and saw that she had the food ready. Suddenly the idea of staying home from school didn't sound too bad, which by itself sounded very appealing. Peter smiled at his Aunt, May took that as his acceptance of her offer, "I think you might deserve a day off from everything….besides if anyone is due to play hooky it's you." she said with a smile as she poked his shoulder before going to grab her purse from the kitchen counter, "I love you Peter." she said, giving him a affectionate peck on his cheek before leaving.

Peter strode over to the table with a content smile, _Ok, yesterday sucked. Understatement of the century. But you know what? A day off from school sounds like something I could use right now._ he thought, deciding not to look a gift horse in the mouth before digging into his favorite food. After finishing up his breakfast, Peter cleaned his plate and put it in the sink before entering the living room and stretching out on the couch.

"Alright then, what do people my age do on a day off?" he wondered out loud. Usually he would have read a book on science but if he was being honest he really wasn't in the mood for that. Grabbing the remote from the arm of the couch above him, "Cable TV it is." he decided as he turned on the TV. As he flipped through channels, he found that there was nothing really of interest on at this time of the day, "Figures, the one time I want to be a vegetable and watch mindless YV like everyone else there's nothing interesting on."

As Peter continued to flick through channels, when he reached the Science Network however he stopped when he saw who was on. Max Modell, founder of Horizon Labs and Horizon University, the school that Peter DESPERATELY wanted to attend for college. Modell founded both of them years ago after working at the Schnee Dust Company for a number of years but quit after he had a disagreement with their work ethic over hiring Faunus in their private sector.

He was one of Peter's scientific heroes, and he couldn't care less how much of a nerd that made him sound. Suddenly Curt Conners jumped to the teen's mind. _Guy got his powers from science like I got mine…What's been bugging me is why I ran into him at a pet store of all places, it was nowhere near his house so why go there in the first place? Did he want to free his reptilian brethren or something?_

Another question that made no sense to the teen was why would the Lizard go down into the basement of all places? Billy was upstairs in his room and is in a wheelchair, he could have taken him days ago if he wanted, so why didn't he? _I mean the Lizard did talk a little, maybe that's what you get for having a biology professor turn into…a…._ he thought slowly as the TV still went on in front of him. _The Lizard knew his son was there but he stops at a pet store where all the reptiles are out and then goes to his lab in the basement…because he wasn't there for Billy! Here was there for ingredients!_ he realized as he leapt up from the couch and rushed through his living room

Decending down the stairs he rushed to the chest by his desk and pulled out his costume, _He must still remember everything from when he was human….meaning where his wife works! Crap! I gotta get to Beacon but it could take hours to swing there, but there are airships still going there for students who spent the night in Vale, if I book it then I might be able to catch one!_ he planned as he drew his mask down over his face.

Seconds later, Spider-Man burst out through the cellar door in the backyard, shooting a webline and swinging up over his house towards the nearest airship dock.

* * *

Martha Conners' lab was much bigger than the one at home, it being a classroom for third year students she had to accommodate a large number of students for her to teach. However after an explanation to the staff about her situation with her husband they were more than will to cancel her class for the week and give her time to formulate a antidote. The wife sighed as she thought of her husband, the look on her fellow teacher's eyes as she told them the details of what happened to him said it all. He would be treated like a monster for the rest of his life after this, "Doc!" the woman jumped at the voice.

Looking out the window she saw Spider-Man outside tapping repeatedly on the glass, "Spider-Man!?" she asked in surprise as she got up from her seat and rushed over to the glass and opened it for him. "The counter serum is done but what are you-"

"Your lab-" he interrupted as he stepped into the classroom, "-did your husband keep the components for the Lizard serum there as well?" he asked bluntly. Martha's initial confusion was overcome by horrifying realization. Her expression gave the vigilante his answer, "Where's Billy?" he asked.

"M-my room, top floor of the building-" she stuttered out before snapping back to her senses and digging into her lab coat, "Here! It's the counter agent." she said, presenting a vial with pink liquid inside it. "His skin is too layered for any sort of injection, so-" she began before the teen snatched it from her hands.

"Doc I swear to god if you say it's a suppository, this will turn into the top five worst days of my life." he joked before jumping out the window and grabbing onto the edge as he exited, swinging himself onto the outer wall. "Call the cops! Or better yet some huntsmen!" he corrected before taking off up the side of the tower he was currently on. If he wasn't in such as rush he would take a few moments to take in the sights of the school with the numerous towers around like some sort of castle.

As he neared the top of the tower, he saw that the balcony door was open, shooting a web to the underside of the floor he swung up over the side and onto the railing. Inside the room he saw the Lizard talking towards Billy who was pinned between his father and the wall behind him. His father having a green syringe in his hand, suddenly a web hit the side of the syringe and pulled it from the Lizard's hand, "Yoink!" Spider-Man said as he caught the syringe and inspected it, "Well this looks important. Fetch boy!" he shouted before tossing it behind him.

The Lizard charged towards Spider-Man as he readied for a fight, before reaching though, the lizard threw itself at his direction, going over the teen's head after the syringe. The vigilante did a double take as he watched the Lizard dive after his vial, "…wow, ok I….didn't expect that." he said mostly to himself before looking bat at Billy as he rolled over.

"Dad!" he cried out in terror.

Spider-Man however waved him off, "It's fine. I didn't tell you this earlier but I smashed your dad through the road, he'll totally survive that." he reassured before standing up o the railing and looking over the side. They both watched as the Lizard seemingly grabbed the syringe with his tail and dug his claws into the side of the tower, skidding to a halt about ten stories up from the ground. It immediately began tearing it's way back up, "Ok then, didn't account for that. Billy, get to the elevator and find your mom. Now!" Spider-Man ordered before diving off the side down towards the Lizard.

 _Ok I don't need to beat him, I just need to keep that mouth of razor sharp teeth open long enough so I can drain this antidote down his throat…yeah because that sounds fun!_ He thought with sarcasm as the Lizard caught him falling towards him. Spider-Man smashed into him with his arms bracing out in front of him, knocking the Lizard off the side of the building. "Look I'm no doctor like you but I think your serum could use some improvements." he said as he fired a webline back at the building and swung both him and the Lizard towards the wall with Spider-Man kicking him through it and into the tower.

The Lizard tumbled across the hallway but the vial in his tail remained unbroken, "I mean have you seen a mirror? Or are you so stupid you think it's another lizard?" the teen mocked from the ceiling of the hall before the Lizard launched itself at the teen before he could react. The ceiling gave way and they both emerged on the other side, Spider-Man rolling across the ground with a groan as he recovered his footing.

The teen looked up and immediately fell back as Lizard's claw tore through the air where his head was, swinging his legs up into the creature's jaw and flipping onto his hands and feet and leaping backwards while spraying webbing at the Lizard's face. _Ok how do I get the doctor to take his medicine?_ he wondered as he caught himself with a webline and swung backwards up into the rafters of the circular hall while Conners tried to get the webbing of his face. _I can't just trick him into drinking it like a dog, I got to force his jaw open and force feed him it._

The beast ripped the webbing off his face, _Problem is how do I do that with getting my arm chomped off?_ He thought as the Lizard roared at him, a loud gasp drew both their attention down the hall where a student was gawking at the Lizard. The creature charged at the new meat, Spider-Man launched himself from the awning and fired a webline at the outer wall, "Lizard, this place already has man eating monsters to try and kill these students! Focus on me! Aren't I enough!?" he asked as he came around the Lizard's side as he closed in on the student and sent them both crashing through the wall once again.

"Ok either they need better walls or they are not as strong as I think they-" he was stopped when Lizard spun and his claws tore at Peter's side, "AGHHH!" he yelled as they both fell down to the ground. He webbed the tower with one hand and the lizard with the other, pulling the lizard in he swing his foot into the side of his head and pulled himself back onto the wall of the school tower before clutching his side. The blue underside of his left arm had been torn and was bleeding with four claw marks, Spider-Man winced as he held the cuts, "Agh! Ok, note to self, get cracking on Spider Suit number two." he said out loud before he heard something crash.

Looking around the curve of the building he saw that the Lizard had burst through one of the statues around the school, "They don't make statues of dead people like they used to." he mused to himself before leaping from the building and swinging after the Lizard.

 _(Meanwhile)_

Yang's bad mood from yesterday had not improved with time, the fact that she hadn't heard anything from Peter didn't help either. She wasn't mad at Peter for what happened what happened to him, how could she be? But she was mad that Flash had gotten away with it, and has been for who knows how long with no one standing up to him. The rest of her Teammates weren't as effected by what happened as her except for maybe Ruby, who had tried to advocate that they retaliate by telling Flash what a bad person he was. Which admittedly Yang was all for, but she also wouldn't mind a little physical reminder to not mess with Peter.

But Weiss shot that idea of her's down before she could propose it, and Yang knew she was right but it didn't mean she had to like it.

Which all her friends could tell from the pout she wore on their team's way to class along with Team JNPR. With Blake walking by her side and the rest of her friends keeping a few steps behind as Ruby and Weiss quietly explained why Yang was, as Nora put it, mean this morning. "It's ok to be mad about it." Blake suddenly said, making the blonde look over at her partner. "But I don't think you should beat him up." she quickly added, making Yang smirk a little bit.

"I know…I'll teach Peter to beat him up." Yang stated, making her Partner roll her eyes. "Well someone should! I mean….you saw the look on Peter's face, no one deserves that." she argued.

"I don't disagree. But I'm pretty sure you can't go to a high school and beat someone up." Blake replied dryly, making the Blonde once again pout. The raven haired girl pressed her lips together, she didn't know Peter at all but Yang had told about how she and Ruby had a good friend on Patch who could probably do their homework in his sleep. He seemed like a nice enough person as well, and she could tell that he and Yang got along very well from just how they interacted with one another.

So it wasn't a surprise that she was so upset about something like that happening to him, Yang wore her heart on her sleeve after all. It was something that she and Ruby shared, however Yang acted on her's more than her sister's and when she got angry about something? Well there was a reason the three of them got in front of her at the party. As she was about to say something to her partner, she hidden ears picked up a loud sound come from the building they were approaching for class.

Quicker than any of them could react the wall above the door to the tower broke open with Spider-Man being tackled by a large reptile. Hitting the concrete with his back, Spider-Man rolled back onto his hands and sprung up into the air, "Will you quit tearing up my suit!? This cost me a hundred bucks at least!" the vigilante complained, the tear on his elbow and scrapped up knees on his suit evidence to his complaint.

Touching down on a lamppost he immediately noticed the group of eight students who witnessed him and the Lizard's destruction of even more school property. And recognized about half of them, "Oh you gotta be kidding me." he groaned out as the Lizard noticed the audience and proceeded to charge at them. Yang was the first one ready to fight whatever this thing was, raising her fists just as the large reptile got in close. "DUCK!" Spider-Man yelled, instinctively the Blonde and her partner did as he said and lowered their heads as the lamppost swung over their heads and batted Lizard across the lawn and into a fountain a good twenty feet away. Yang looked back to see Spider-Man holding the metal post like a bat, "Four! I mean homerun! Right? Is-is that it?" he joked, realizing that he needed better material.

Weiss was the first one to recover, "Oh great you again!" she complained as she strode forward to the costumed vigilante.

"Look I'm sure you'd love to tell me what I'm doing wrong, how I should do it, and just lecture me but there is a giant Lizard over there that I need to hit a few more times with this thing." The teen said, pointing to the pole in his other hand resting against his shoulder. The sound of water splashing made the group turn to see the Lizard crawl out of the fountain, it's claws digging into the marble with one hand as it placed the syringe inside it's lab coat. "Great he's going to use that stupid tail again." the vigilante grumbled before a series of loud bangs came from behind him, looking over his shoulder he saw a number of objects that looked like a lockers had….crashed into the ground?

When their doors opened up they saw that inside held their weapons, "Wait! No!" Spider-Man protested, making the eight of them to look at him like he was mad. "Look I know it looks like a monster but that thing is a-GURK!" he choked as Lizard's tail wrapped around his neck and swung him overhead into the pavement before throwing him into a tree across the school property.

Looking through his now cracked lens, Spider-Man saw the Lizard once again charging at him while the students armed themselves with their weapons. "No Stop! No Guns!" he teen protested as he scattered webbing over the Lizard's face and jumping up into the branches of the tree with the creature's snout ramming into the bark. The teen launched himself over to the students, landing in between them and their lockers, "Please! Listen to me! He's a guy! Not a monster!" he shouted, making the group talk a moment to pause. "Just take your weapons and get out of here!" he said before sprinting back at the Lizard.

He didn't look back to see if the students did as he told, he just focused on getting Conners to take his medicine. The Lizard tore the webbing off his snout as Spider-Man leapt at him, wrapping his arm around the creature's neck he trapped the Lizard's windpipe against his bicep and squeezed. "Now doc just take…Your…..Medicine!" he shouted, reaching his other hand over the lizard's head and spraying webbing into it's nostrils. The reptile tried to claw the webs away but Spider-Man used his legs to lock around it's arms and trap them at his sides, "Just open up, I look ridiculous like this!" Spider-Man pleaded.

Lizard responded by throwing his back into the tree with Peter taking the bunt of the attack. But he held his grip like a steel trap, he needed to stop this before one of the other huntsmen came by and didn't listen to him. Reaching into his belt with his free hand he too out the serum just as the Lizard's jaws opened to breathe. "Swallow it!" he shouted as he stuffed his arm down into the Lizard's mouth. He shoved his entire arm in up to his shoulder for good measure so that he was positive the formula was ingested.

Across the way, teams RWBY and JNPR all nearly gagged.

Quickly withdrawing his arm he entangled the Lizard's jaw with webbing and pulled it taught so he couldn't puke the antidote out. The lizard slumped forward onto the ground, Peter finally letting go and falling off the side of the creature, "Ow…my back." he whined before rolling over and pushing himself up off the ground, watching as the Lizard's huge frame began to shrink before his eyes, his tail receding back into his body, and his scales smoothing out. The green skin became a regular Caucasian hue with brown hair spouting out on his head, Spider-Man leaned forward with his hands on his knees, letting out a long sigh of relief.

He stayed like that, catching his breath for a minute before he heard the shuffle of footsteps, "Spider-Man…..are you ok?" he looked up to see a girl who….well she towered over him, with long flowing red hair that was tied up into a ponytail, around her head was a golden tiara with small chains looping under her ears, and with kind emerald colored eyes.

Under normal circumstances, Spider-Man would simply joke or boast that he was perfectly fine. However be it from just his exhaustion, or just the fact it was beautiful girl, he instead did what Peter Parker would do. "F-ine." he cracked out efore clearing his throat, "I'm fine, fine…totally fine…..fine…I'm just going to take him to get some help….I'm fine." he said, fighting the urge to facepalm at how stupid he sounded as the rest of the students approached.

"Is he…..ok?" Ruby asked, looking over the doctor who appeared to be sleeping soundly, she glanced over to Spider-Man and saw the long claw marks on his side. She paled a little bit, "Your bleeding." she said in a slightly fearful tone, she had been hurt before but she hadn't seen something as severe.

"Yeah I'm pretty sure that stuff is supposed to be inside my body." The teen joked .

"We can have that looked at for you." all their heads turned as the headmaster of the school, Professor Ozpin approached the group with Glynda Goodwitch, which Peter recognized from their last meeting. "Students I know it's normal to stay and gawk, but if you would please wait for myself and Professor Goodwitch inside the building? This shouldn't take long." the group of eight did as he said and made their way back towards the tower. When they were out of earshot, Ozpin turned his attention to the wallcrawling vigilante. "Now, Spider-Man-"

"No." he replied with some lingering exhaustion.

Ozpin was slightly taken aback by the abrupt response, "I beg pardon?" he asked.

Spider-Man pushed himself up from his knees, "Look man, on any other day I'd be curious as to why you wanted to talk to me. Especially since you're the headmaster here but I'm not going to lie. I'm tired, I had to fight a giant lizard across your school, after hanging onto the underside of a airship for dear life, and all of this on my day off!" he exclaimed, not mentioning the humiliation he suffered from the day prior. Pile all that on and the teen was honestly near a breaking point.

"Could you have made a bigger mess?" Glynda replied with irritation, gaining a look from the headmaster which made her roll her eyes.

The teen inhaled a deep breath and raised his hand into a fist before pointing upwards with his finger, "No. And believe me, I tried. I was throwing him through walls, into tables, but did that stop him? No! It didn't. So maybe be a little grateful that I did your job for you lady!" he said, causing the professor to glare at him, much to the headmaster's amusement. "Now take this guy to his wife and kid, I am going home, getting a shower, and watching cable TV Damnit!" he said before shooting a web up into the tree and pulling down on it, the tension making him shoot up into the air where he cast out another webline to swing away.

Ozpin watched him leave with a amused smile while Glynda's face showed that she was almost the complete opposite. "Well, I suppose that our talk can wait a short while." he said before turning to Glynda as she used her semblance to lift Dr. Conners up into the air. As they escorted the doctor to see his wife and son, neither realized or knew of the vial with the Lizard formula still in his lab coat pocket.

* * *

 _Alright, so lets recap._ Peter thought as he sat down at his desk chair in the basement of his house. _I was humiliated in front of everyone I know at a party. Yang knows about Penis Parker, I had to ditch my day playing hooky from school to fight a giant Lizard man who I had to shove my arm down his throat to cure him. Oh! And let's not forget the cherry on top, all this happened in twenty four hours!_ he thought as he dragged his ahnd down his face. He had hopped in the shower the instant he got back home but he swore his arm still felt….gooey.

Leaning back in his chair he looked at the still unfinished science fair project on the corner of his desk. _And I need to see Yang and Ruby about those spare parts they got at their house._ he thought with a audible groan. A sudden knocking on the cellar door didn't improve his mood, "Go away, we don't want what your selling." he called out.

"Why would there be a salesman in your backyard?" it was MJ's voice, Peter inwardly cursed before standing up and stepping up the small staircase to the rear door. When he opened the twin doors, Mary Jane was stood outside in the grass with a amused look on her face. "Hi, I'm with the girl scouts and I have some cookies I want to force upon you or I'll use my cute face to make you feel guilty." Peter wasn't as amused as usually would be, not even smirking at her joke. She frowned slightly, "You ok?" she asked as Peter retreated back into the cellar of his home.

The redhead fallowed in after him, watching as he sat on the edge of his table, "Yeah MJ, I am fine. I was just humiliated and-" he stopped himself when he saw her wince at his harsh words. He took a deep breath, looking away from her with a saddened expression, "I'm sorry Mary Jane that was…..that was mean." he said regretfully. "I just…..I'm sick of Flash's crap!" he said, standing up from his desk.

Mary Jane watched as his hands ran down his face and covered his eyes, "I just…..I try to be a good guy you know? But it's like no matter what I do life just pulls the rug out from under me and…..I don't know if I can do it anymore!" he withdrew his hands away.

The redhead felt her throat clench a little when she noticed the redness in his eyes beginning to form, "…..I'm sorry." it was all she could think to say. The words made Peter's shoulders drop, "Look Peter I…..I don't know what's going on with you….and I know we just met recently and all but…I'm willing to listen." she offered.

Peter shook his head, "No, MJ you…..you don't…..I can't just dump all my baggage out on you and ask you to help me clean it up…..it's my-" his tongue stopped before he could say the word. Responsibility, it was his responsibility to help keep the house running, his responsibility to earn money…to help people so that no one else would go through what he did. His heart clenched at the word and the weight behind it, "…MJ my….my uncle. May's husband? He….he died three months ago." he began, looking down at the ground so she couldn't see the look of guilt he had.

"And when he died, I had to pick up his role around here….I help make ends meet, I got a job, and all that's great but…..it's like whenever I get ahead, just a little bit, something else just goes wrong." he explained. He could have just stayed home today and done nothing, he didn't need to go save the Lizard, it was at a school for Huntsmen for crying out loud they could have done what he did. So why? Why not just….stop being Spider-Man? The entire Kingdom hates him or is afraid of him, every good deed comes with a backhanded insult from Jonah, and facing facts he could get himself killed. _So why am I still doing this?_

"Peter….I can't imagine what that's like." MJ suddenly said, drawing the teen out of his though, he looked up at Mary Jane, the look of sorrow she had made him just feel even more guilt. "…..yesterday you asked why I liked acting. Remember?" she asked, Peter nodded as she reached her arm across herself and gripped her elbow. "My dad….he wanted to be a writer. But in college, he got my mom pregnant with my sister and married her, and when they had me….my dad still hadn't written anything." she explained.

The redhead swallowed the lump that was forming in her throat, she had never talked about this to anyone outside her family but Peter….Peter was different from her dad. "They used to fight all the time, and when I was little I always thought it was me or Gayle…..but the older I got, the more I realized it wasn't. Then my dad's brother had a kid of his own….she's nice, but my dad didn't care about that he was just focused on how talented she is…..and he hated how me and Gayle weren't." her grip on her elbow tightened, "My dad started seeing what we could do, signed us up for god know how many lessons, and I found out I was a pretty good actor…..I had some years of experience in my house." she joked, actually smiling a little before it disappeared.

Peter's problems suddenly felt so small compared to Mary Jane's, as often as bad things seemed to happen to him he could still come home at the end of the day to a loving household. But Mary Jane didn't have such a reprieve, "But the more I got better, the more my dad started talking me down….I don't know if it was because he failed to do what he wanted to do with his life be he was just determined to ruin mine and Gayle's…so I just ran….all the way to Patch." she finished, changing a look over to Peter.

"I like acting because I get to pretend that I'm not me….I'm not Mary Jane Watson, girl who ran away from a abusive household to live with her Aunt. I don't have that baggage….." she finished sadly before looking up at meeting Peter's eyes. She smiled at him, "Aunt Anna told me about your Uncle a while ago…..and how you help May. She knows that you go out at night to work more or something and you never complain about it…..your rock solid Peter. You get back up no matter how often you get knocked down…it's what I like about you." she explained.

As she finished, Peter felt….humbled. _She's right…..so what if I didn't get a day off? because of me, Curt gets to go back home to his family._ His lips curled into a smile, "Mary Jane….thanks….and I'm sorry. I can't imagine-"

She waved her hand, "Forget it. I figure that if you can have a little meltdown then so can I." she joked, smiling genuinely at him. "Look, how about we call Harry and catch a movie? I hear that new Spruce Willis movie is out, Final Request? I hear it's cheesy goodness." she proposed enticingly.

Peter glanced over at the trunk beside his desk, where his torn up Spider-Man suit was, _Well it's not like I can go swinging around in those._ he thought before shrugging, "I'm game. But don't bring Killing Softly up around Harry." he warned as he stood up from his desk and walked beside MJ out of the cellar, the redhead casting a curious glace at the chest she saw him look at before joining him.

"Why not? It's an awesome X-Mas movie." she asked, Peter opening the door for her.

He shook his head, "Not according to Harry." he replied, making her jaw drop. Peter nodded, "Yeah that was my reaction! It's totally a X-mas flick! It takes place the night before." he exclaimed as Mary Jane pinched the bridge of her nose and inhaled a calming breath. "By the way have you seen the original Final Request?"

"No, I actually didn't know there was a previous one until I looked it up. Should we see that before checking out the new one?" she asked while they made their way down the sidewalk. "I know this great place that sells a ton of old movies, games, they even have records there." she said, Peter nodding in agreement.

 _Ok. So the last twenty four hours have been….aweful. No way around it….but you know what? MJ's right, I never give up, with Great Power comes Great Responsibility. Spidey may not get the credit he deserves but at the end of the day? It's worth it._ he thought to himself as he and Mary Jane continued on their way towards the train station.

* * *

 **AN: Happy National Spider-Man day!**

 **Honestly I didn't know it was a thing but holy crap talk about timing!**

 **Spider-Man is such a huge part of my life and I can't imagine what I would be like without him even existing. He taught me a lot and it's all helped me become the man I am today. He taught me that being different isn't a bad thing, that it's ok to fall down but you need to pick yourself back up. And the most important thing is responsibility, something that after I lost my mother I found trust upon me. But I've done what Spidey would do and accept it with what little power I have.**

 **So if I am to leave you guys with anything, I want to thank you Stan Lee, Steve Ditko (R.I.P), and every single writer who has kept this character alive.**


	11. Chapter 11 (Image)

**Image**

 **AnimeKing6: Yeah as cathartic as that would be, I honestly don't think that Yang would do that when she's angry, when she did that to Junior she was playing with him if anything.**

 **Maelstrom Resurrected: Yeah I sometimes have get up to dozen fanfic ideas in my head that never see the light of day for a variety of reasons. A MHA/RWBY fanfic being one of them.**

 **MajorBrony95: Spider-Man forever!**

 **Dragon Naruto: Ehhhhh I don't really count that as a official Spider-Man cartoon since they didn't do anything right with Spidey.**

 **darkromdemon: Glad you think so.**

 **Sailor Luck: Thank you, I will!**

 **DarkDevilKnight: Ah thanks for the clarification.**

 **Great Saiyaman54: I had a hard time writing it but I can't just make everything great for Peter. As much as I would like to.**

 **Atom King: Yeah I always liked that Spider-Man doesn't so much as defeat the Lizard most of the time, he just manages to cure him since Lizards are natural predators to Spiders.**

 **ksgrip: I know that people are really divided on the PeterxYang and PeterxMJ subplots in this but I feel like I should point out that Peter has dated a lot of girls…..in fact I'm pretty sure he holds a record for it? Betty Brant, Liz Allen, Gwen, MJ, Charlie Cooper, Ms. Marvel, Mockingbird, and…..no I think that's it. Huh I swore it was longer than that.**

 **Dr4g0nb411z: I think it'd be hard o flirt with someone who can't even speak.**

 **awesomebel55: Wakan-shit, I mean Spider-Man Forever!**

 **Keys of Fate: Which one? The fight, or the sick burn Spidey gave?**

 **I probably will add in some game references. In fact…..I have been considering POSSIBLY adding the Ps4 suit to this story at some point. But as for the other games yeah I could imagine having Spidey do some stuff from the games…..except pizza missions…..god I still hear that theme in my sleep!**

 **I know And I've thought of adding Daredevil or some other street level hero as well but I really feel like I'd jut screw this up if I did. I like to think of this as Spectacular Spider-Man in a way, there was never any mention of other superheroes (mainly because the marvel/sony dick-measuring contest) but it still was one of the best superhero cartoons ever on TV.**

 **But seriously how is there not that much Kamala Kahn fanfiction?! She writes Fanfiction for god's sake!**

 **Guest 1: Oh trust me, it's going to get a little more complicated.**

 **The Red Ghost22: Yang is best girl, no question…..also I think she and Ruby are the most grounded out of them, I mean Weiss is a billionaire heiress and Blake is a ex terrorist. Yang and Ruby are just two girls from patch. And trust me, Flash does have a character outside the whole "I'm a dick to this guy just because.' phase.**

 **FireIce: That's something I really want to learn more about in a World of Remnant or something, how those pits work. Are they like tarpits but spit out grim or what?**

 **shadyxlr: I love chapter by chapter reactions.**

* * *

The days fallowing the events of the Party were unsurprisingly tense for Peter, what was surprising was that the tension wasn't about him but instead about the blonde bombshell who looked ready to beat the living crap out everyone there for what happened to Peter. On one hand, he didn't mind no one being too scared to bring up what happened to his face, but on the flip side he was not totally proud that it sounded like he couldn't stick up for himself and had to be saved by a girl. "I can't tell if I should be content with this, or humiliated even more." he said to both Harry and Mary Jane as they sat down at their table.

As soon as Peter and Harry met up again, Harry apologized countless times for what happened, swearing up and down that he truly had no idea that Flash or Kong where planning for something like that to happen. Peter didn't need to hear it to come to that conclusion however, he just forgave Harry on the spot. "Mortified, definitely mortified." Harry concluded, taking a sip from his carton of milk while Mary Jane rolled her eyes.

"Would you rather people be talking about you getting dumped with….whatever that stuff was?" she asked, Peter thought for a moment before shaking his head. "Exactly….what did you get dumped with?"

"Apparently it was a sort of prank goo. Smear it on something and it'll stink for a few days." Peter answered, having seen the substance in a isle at the supermarket when he was shopping with Aunt May after school. "I'm just hoping something equally bad happens to someone else so people forget about me." he said honestly, causing Harry and MJ both to give him critical looks. "What? I'm a little spiteful, sue me."

The redhead smirked, "Why don't we prank Flash? Give him a taste of his own medicine?" she asked mischievously. Making Harry smile at the prospect, he still had made it onto the Griffball team, however he had made it his mission to make Flash look as bad as possible. A easy but slow process since he was on offense along with Flash, this seemed much more satisfying.

Peter however was anything but for the idea, "MJ, no. I gotta be the bigger man." he decided, making the redhead pout at him, "Hey don't give me that look!" he pleaded, the way her face drooped and her lower lip stuck out could make anyone feel bad for not doing what she wanted. However, Peter had to be firm in this, "If we do something back, he'll do something to any of us to get back and it'll become a cycle of pranks and humiliation….which sounds fun to watch but not to take part in." he reasoned.

MJ groaned with minor frustration, "Finnnnne." she submitted, slouching in her seat slightly, "I'm just saying one of us tells him to meet Peter in like….the parking lot behind the Griffball Field-"

"No." Peter stated.

"-and when he gets there-"

"Mary Jane." Peter warned.

"-Yang beats him up."

Peter gave her a glare, clearly not as amused as she was by the idea, "No." he said simply, reaching to take a bite from his tater tots, only to have MJ reach across the table and swipe them off his Styrofoam tray. "…..why are you like this?" he asked before she dipped one in ketchup and ate it right in front of him as payback for her plan's rejection.

Harry grabbed them from MJ and handed them back to Peter, "So I heard there was a break in last night in the theatre. Did they take anything?" Harry asked Mary Jane who instantly sat upright at the mention of the break in.

"Nothing valuable, just some red and blue spandex fabric. But no one ever uses spandex so it's not a big loss or anything." she said nonchalantly before noticing how Peter suddenly became very quiet. Looking over she saw him looking down at his tray and refusing to meet her gaze, "What's wrong? You look like you stole from a cookie jar." she asked, making Peter jolt up in his seat like he had been caught doing something wrong.

"What? Nothing….nothing at all." he said. _Ok I feel bad for swiping those tights for my costume but come on, who was using them?_ he asked himself. The repairs to his costume had taken him all day after his confrontation with the Lizard, however on the bright side he did have enough material and time left over to make his spare suit that he had been working on, it was practically identical to his first one only he hadn't put the webbing on it yet….and he still had only one mask…..he still needed to do some work.

"So have you talked to Yang yet?" Harry asked his friend, the secret vigilante sunk in his seat a little bit, giving Harry and MJ his answer. The Osborn heir grimaced, "Pete man, you gotta talk to her eventually, she'll probably show up this weekend so unless you want to talk with her face to face about this you should probably call her." he advised, getting a nod of support from Mary Jane. The problem was that Yang had tried calling him about a dozen times already, but he hadn't picked up since he had no idea what he should say.

As the trio continued to eat, Peter saw Liz Allen approach Harry from behind with a friendly smile, "Hey Harry." she greeted kindly, Harry turning around with a smile. Peter and MJ shared a look, while Peter did carry a torch for Liz a while ago he would be more than happy if she ad Harry had something meaningful together. But on the flip side he wasn't entirely sure how to act around her, he used to have a huge crush on her and he couldn't help but feel awkward around her…..well more awkward.

The cheerleader looked at both of Harry's friends, "Mary Jane…Peter, umm…do you have a minute?" she asked tentatively, causing both Harry and MJ to look at him questionably.

"Uh…yeah. Sure." he said, picking up his bag and passing his food to Harry, "Make sure she doesn't steal my tots again." he instructed, causing Mary Jane's pout to return. Thankfully Peter left Harry to deal with it as he fallowed Liz through the cafeteria and out onto the roof of the school, meanwhile Peter kept thinking of what possibly Liz could want with him? _Maybe she wants to ask me what Harry likes or something?_ he thought as they approached a table where both Randy and Gloria were sitting in wait for him.

"Hey Peter. Thanks for coming." Randy greeted as Peter sat down at the circular stand, the lineman looked between Liz and Gloria with a hint of hesitation, which only added to Peter's curiosity. "Look uhh….me and Gloria want to ask you a favor…a pretty big one."

Peter's curiosity quickly turned to interest, but he was a little skeptical with how the three were acting. And if he's learned anything from working for J Jonah Jameson, it's that he should get the facts first, "Depends, what do you guys want me to do?" he asked, causing Randy and Gloria to share a look while Liz looked down at the table.

"We…..well, Flash and Kong both have Slott for science." Gloria began, Peter had to stop himself from smiling. One of the only things that he enjoyed when he was in class with Flash was when he didn't know the answer and got this dumb look on his face, obviously it was a little mean but with how they treated him? He didn't let it bother him, "And your one of the only guys who get straight A's in his class." Gloria added. Peter slowly nodded, his science class was one of the programs that Midtown provided and he did so well since he was so well versed in Science as a whole.

He was actually the only one to get an A+ on his exam last semester because of it, "So….we were hoping you might be willing to help them study."

Peter was quiet as he processed what Randy just asked of him, his face contorted into a snarl, "Are you serious!? After the stunt they pulled on me not a week ago!?" He barked at them, the three being thrown off by just how mad Peter was at the mere idea.

"Peter, we're not saying that we like what they did-" Liz began.

Peter looked over at her, crossing his arms across his chest, "Didn't seem to have a problem with any other crap they've pulled on me. You know, getting stuffed in a locker, thrown in the dumpster behind the school, taking my clothes during gym class and making me wear my sweaty and sticking gym clothes all day." he listed off. With each one, Liz frowned more and more, guilt the most prevalent on her face.

Randy grimaced, "Look man, we get it. They can be jerks." he said calmly.

"Oh you get it? When was the last time they humiliated you in front of everyone for no good reason?" he asked. Making Randy go silent at the teen's accurate retort, "Flash and Kong? You're serious, you want me to tutor the two jerks who've been making my life a living hell at school for the past five years? " he asked again. Not a moment went by since the party that Peter didn't imagine of how he would get his own payback on them, but of course he didn't act on any of the hundred ideas he have. But this? This was utterly ridiculous that they would even think he would help him.

"Peter," Gloria said in a pleading tone, "We know that this is a lot to ask but we all know that you're a good guy…what Kenny and Flash did was bad. We're not asking you to forgive them, just…be better than that." she asked. However Peter's stance wasn't wavered in the slightest from her pleas.

"Gloria I know that you and Kong like each other," he looked at Randy, "and I know that Flash is your friend. But those two have been nothing but assholes to me ever since middle school!" he shouted, "Those two jackasses can get held back another year or two for all I care! Maybe if they didn't waste their lives and time being assholes to me they actually might have a brain cell between them, why don't you go tell them that!" he shouted at the three before turning on his heel and stomping back towards the cafeteria, leaving the three shocked teens behind.

Peter heard Randy call out to him but he ignored him, _Flash and Kong need help? Those two morons can die in a fire for all I care, or better yet maybe start one and give me an excuse to give them a taste of their own medicine._ he thought as he opened the door to the cafeteria, only for Harry and MJ to nearly fall over into him from leaning on the other side of the doors. "…..you two heard all that didn't you?" he asked.

MJ nodded as she walked over to Peter's side and put an arm around his shoulder, "Yeah….as well as the entire cafeteria." she said, Peter looked across the room and noticed everyone was focusing anywhere but on him. Mary Jane was smiling with pride at Peter, "It's always the quiet ones." she mused at Peter's sake before leading him back over towards their table along with Harry.

Harry was grinning beside him as well, "That was awesome. I got the whole thing on my scroll." he said, causing the color to drain from Peter's face.

"Delete it." Peter demanded as he turned to Harry, holding up his scroll with the video on it. "Harry I swear to god if you show that to anyone-"

"I already sent it to MJ." he replied cheekily, Peter's face turned to dread before turning his head around to the redhead. Her smirk only widened at the revelation from Harry, he knew that Harry would probably just keep the video just for laughs, but MJ? If that got back to his Aunt May….well she would either ground him, or teach him how to properly curse someone out. Which one was worse, he didn't know and didn't want to find out.

"I'll delete it….for the tater tots." she bargained.

"What is with you and my food?"

"Because you took the last box of them and you knew I wanted them!" she accused.

* * *

The rest of the school day continued without issue or outlandish request from someone, though talk of Peter's outburst had spread throughout the school like wildfire. However he hadn't seen Flash or Kong outside of class either, which was somewhat odd since they would usually at least shove him aside on their way down the hall. With harry having practice, Peter was left with Mary Jane on their walk out the gates of school. However when Peter turned left to go to the Bugle, MJ still fallowed him, "Where are you going?" he asked curiously as they stopped while cars drove through the intersection in front of them.

"Well as it turns out, things cost money to get. So I decided to look for this thing called a 'job', not sure if I'm pronouncing that right." she replied coyly. Peter smiled at her as they crossed the street. "I got a few places close by I want to drop my resume at." she explained with more honesty while she reached into her bag and pulled out one of her copies and handing it to Peter for a inspection. One of the best parts about his job at the Bugle was that he didn't need a resume to get his foot in the door he just needed pictures.

Reading over what she put down, he noticed one former job she had that stuck out like a sore thumb. "You modelled?!" he asked with surprise, looking over at his friend who struck a pose, one hand on her hip and the other cradling her cheek while one of her legs slid back onto the toe with a cock of her hips. "….meh, seven out of ten." he ranked jokingly. "But seriously that's cool! What'd you model for?" he asked, handing her the paper back.

"Nothing major, just a background person in a ad or two. I actually got money from it for a good while but they must have replaced them back in Minstrel." she explained. Peter couldn't help but stare at Mary Jane as they walked, their heart to heart a few days ago had left him looking Mary Jane in a different light. He thought of her as this party girl, always wanting to have fun and pull others along for the ride with her, but after hearing about where she came from? He would take a minute to see if she was actually enjoying herself, try and tell if she was just covering for something again.

When she caught him staring at her he quickly took himself out of his thoughts, "I'm heading to the Bugle." he said casually. "I'm hoping that Robbie needs me to do something, it's either that or I need more Spidey pics." he explained. With how Jonah used his own photos to slander his name, Peter would ask Robbie Robertson for assignments on top of what Jonah wanted. Which was like doing actual work since his basically made money by taking pictures of himself.

"That guy who swings around the kingdom in his underwear?" Mary Jane asked skeptically, Peter fought against the urge to frown. "What do you think his deal is anyway?" she asked curiously. She had heard of Spider-Man when she first moved to Vale, the first time she even saw him was when he was fighting a guy on TV who was wearing some very bad leather and leopard print combo. Admittedly she thought it was a movie or something and just flipped channels, it wasn't until the next day she saw all the news outlets talking about the fight.

Peter only shrugged, "He just seems like a guy who wants to help people. It's kind of ironic since all the pictures I take end up being used to make him look bad though." he said, venting his frustration a little bit as they turned the corner. He got why Jonah didn't like him, but he was hoping that he could change that if he just kept doing good things….that was the theory at least.

"Well that is kind of your own fault." MJ said, making him stop to look at her questionably. The redhead noticed his confusion and held out her hand, "You got your pictures on you?" she asked. Peter nodded, reaching into his back pocket to pull the pictures he printed out the night before at home, handing her all the photos she browsed through them. Nodding at her suspicions, she held them up to Peter, "Alright, now tell me what all of these have in common." she challenged.

Peter looked over the six pictures, _Well they all have me in them._ was his first thought, _They all…huh, not at the same time of day…or same angle…..what am I not seeing here?_ he thought to himself. Mary Jane's smile only growing as she saw the gears inside his head begin to churn, it was always funny to see the looks he would get while thinking. Or the fact that he would mutter to himself and apparently not notice, it was cute in a dorky way. "…they all….all….allright what? I don't see it." he admitted.

Mary Jane looked at all of them again, "All of them show a dude in a mask beating people up." she pointed out. Looking over them Peter saw what she meant, they were all action shots, him knocking a guy across the room while on top of another, pulling a guy's gun away with webbing. "When I do shoots, we took like dozens of pictures but we only picked like five. The expression, the pose, the motion, they're all visual ques." she explained.

Peter cupped his chin as he tried to wrap his head around what she was trying to get across, seeing that it still wasn't sinking in she decided an example was best. "Ok, what does it look like when I do this?" she asked before crossing her arms across her abdomen, her eyes drifting down to the ground. Letting out a sigh she quickly glanced at Peter and saw the look of concern he had, "There! That!" she exclaimed, shocking Peter with her sudden shift. "You see that, and you think there's something wrong right? I don't say anything, but you can tell by other stuff."

Peter nodded as he began to understand, "And when people see a masked stranger beating up a bunch of guys up, it sends the wrong message." he realized, Mary Jane holding her hands up with a small smile before clapping them together. Handing him back the pictures he fallowed her down the sidewalk until they stopped at a entertainment store that sold films, music, tv shows, and even comic books, "Hey isn't this the same place we got those movies a few days ago?" he asked.

"Yup. First place I apply should be somewhere I like right?" Mary Jane asked as she dug into her bag in search for her resume copies. As she went through her bag however, Peter's Spider Sense pointed back, he turned around as car skidded around the steet corner onto the sidewalk! Thinking quickly he wrapped an arm around MJ's waist and jumped back out of the way of the car as it drove through where they just stood. MJ immediately sat up, her head turning like a swivel as she registered what nearly happened, "That-he-you-…" she trailed off as Peter stood and helped her up off the ground.

"Are you ok?" Peter asked, knocking her out of her daze enough to nod. Looking down near the store she saw that she had dropped her bag when Peter scoped her up and saved her.

Reaching down she picked up the bag and took a deep breath to calm her nerves, "Peter I can't-" she began as she turned, only to see Peter run around the corner in the direction of the car. "-believe your leaving me here." she finished dryly to herself. _Ok I get that your in need of money Peter but leaving me here after nearly getting ran over? Kind of a dick move…honestly I'm a little surprised he's up and going like that._ she thought to herself. In fact him being the one out of them to…take charge was pretty strange.

As Mary Jane finished recovering from the near death encounter, Peter turned into a alleyway and sprinted at full speed. He reached into his pocket with one hand while he raised the other to his face and used his teeth to pull down his sleeve, retrieving his webshooter from his pocket and clicking it across his wrist as he continued running. Clipping his other webshooter onto his opposite wrist the teen shot out a webline up on either side and launched him up onto the roof of a building. "I have got to make these smaller somehow." the teen said, tossing his backpack into the air before a web hit it and stuck it to the side of a water tower.

Pulling his shirt and pants off, he pulled his mask down over his face and leapt from the building, swinging after the car that had nearly run he and Mary Jane over. As it turned the corner of another street, Spider-Man landed a webline on the building's corner and swung up behind the car before jumping off the end and landing on the trunk of the car, "Hey guys you didn't signal back there!" he called inside, the occupants inside turned to look at him, the occupants inside wore grim masks over their eyes, each of them having a animal trait. "Hey aren't you guys the White Fang?" he asked mockingly before one of them raised a shotgun to the rear window.

Spider-Man fired his webshooter first, blinding the shotgunner before leaping over the roof of the car as the White Fang ember shot blindly, shattering the rear window as Spider-Man sat crouched atop the roof of the car. _Ok so how do I stop a car with four guys inside?_ he wondered to himself as he looked down at the roof, "Hmmm…" he gummed as he reached both his arms back and straightened his fingers out before shooting them together into the roof and peeled the metal to the sides. "Here's Spidey!" he greeted before spraying the inside of the car with webbing.

The passengers in the car were trapped in place, unfortunately so was the driver. Meaning he couldn't steer the car out of the way from the busy intersection ahead! "Oh crap, alright! No one panic! I have an idea!" he proclaimed confidently as he looked around for something, anything that could slow the car down before he causes a massice pile up. _I have no idea if this will work._ he thought to himself before jumping up into the air and letting the car pass below him.

Landing on the road he cast out two large webs to the back of the car and stuck his feet to the ground, the teen was dragged across the pavement while the car continued forward. He pulled back on the webbing with all his might, "Plese don't snap, please don't snap, please don't snap!" he repeated to the webbing as the car began to slow down until it finally came to a stop just before the intersection….and just in time for the light to turn green. "Oh seriously?! Come on!" he complained.

Running over to the car, he looked inside and saw that the white fang members where all fine, apparently being webbed to their seats acted better than a seatbelt. "See? Told you guys I knew what I was doing."

"We herd you yelling at the webs not to break!" one of them complained.

The vigilante waved him off, "Completely under control, now aside from shooting at me you guys nearly ran over a few, well more than a few really, people back there and if I remember correctly you guys are against humans not jaywalkers." he said as he hopped back up onto the roof and looked inside the car. The man with the shotgun was stuck back against the seat while he was turned back to shoot, "Tell you what you tell me, I'll let your friend here get into a more comfortable position." he offered.

"Do it man, my back is killing me!" Mr. Shotgun, which Peter named him, said. When no one spoke up, his mouth fell in disbelief, "Really guys!? Oh for-the case between us." the uncomfortable White Fang member said. True to his word, Spider-Man tore off the webbing and reapplied it so he was in a comfortable sitting position before he grabbed the briefcase between him and the other rear passenger, "Thanks Spider-Man."

"No problem random White Fang dude." The teen replied as he opened the case, what laid inside made the teen's eyes narrowed. It was more dust, he looked at the White Fang members, "Let me guess, Roman Torchwick?" he asked. The four nodded, "Of course." he said before closing the case and tossing it back into the car. As Peter began to raise his hand to throw a webline, he suddenly got an idea on what Mary Jane had told him. Reaching into his belt he pulled out his camera and turned it on.

* * *

"Parker what the hell am I looking at!?" Jonah shouted at the brown haired teen as he presented the picture he took at the car he stopped earlier. In the picture, Spider-Man was sprawled across the hood of the car he stopped, the White Fang members webbed to their seats behind him, while one hand held up his head by his elbow and his other hand was giving the camera the same hand sign he used to shoot webs.

Peter looked over to the chair in front of Jonah's desk where Robbie was sitting, looking more amused than Jonah was. "Um…my award winning picture?" he asked, smiling nervously as Jonah's began to grit his teeth, "I just get the pics I don't decide how he looks in them." he lied.

"He looks like a full spread of FunGirl!" Jonah bellowed, Peter having to force himself not to laugh. When Jonah glared at him he quickly replied, "Look if you don't want it-"

"I don't! But it's the only shot of him….two hundred." he offered, given how much of a mood Jonah was in currently he decided not to push his luck for now and make up for it by getting more pictures to him later. Peter nodded in acceptance as he handed Robbie the picture, "Now scram! I got some calls to make. You too Robbie." he said, the editor standing up from his seat and fallowing Peter out the door to Jonah's office.

 _Can't believe I sold him that! Man I have got to thank-OH MY GOD I LEFT MJ ALONE AFTER NEARLY GETTING RUN OVER!_ He realized as soon as he left the office. "Oh she is going to murder me." he whispered to himself. Hell hath no fury like a woman scorned, as the saying went, he could only imagine how MJ would treat him next time he saw her.

"Whose going to what?" Peter turned his head to Robbie, the editor looking at him with amusement. Suddenly Peter was reminded of Randy's request to tutor Flash and Kong and his mood was turned foul, he was still mad that Randy, Liz, and Gloria would come to him asking for that.

"Nothing Robbie, do you got anything for me? Two hundred bucks won't exactly pay my bills." he asked as he fallowed Robbie across the room and into his office, hoping to score some money getting actual work to do.

The editor thought to himself for a moment, "Well…there's a music artist in town whose signing autographs at a local music store, down at Pembrook and 7th. It's not exactly high profile but I can pay you good for it." he offered, the teen shrugged in response. As long as he got some cash he didn't care what the assignment was, "Thanks Peter, appreciate it." he said before entering his office and shutting the door.

 _Robbie is a good guy….and so is Randy. Too bad Flash and Kong are assholes._ He thought, walking towards the elevator on the far side of the room. _What do I care if those 'roid chomping morons don't pass science? Not like they're going to use anything they learn, Flash will probably get a scholarship to any college he likes and Kong will just fallow him there._ he thought to himself as he pressed the call button for the elevator.

 _Ok I know that just sounds spiteful but you know what? I am! I'm not a perfect person, I don't have to help them if I…_ he stopped that train of thought right there. That kind of thought, that selfish kind of thinking is what led to his own Uncle Ben getting killed, _But this isn't Uncle Ben, this is Flash fircking Thompson, the guy whose been a jerk to me almost my entire life and…..and…_ he started to deflate as the doors to the elevator opened. Stepping inside, Peter released a sigh, _Oh who am I kidding? If Roman Torchwick was about to get run over by a train or something I'd still try to save him._

With power came responsibility…and that meant helping anyone who needed it…anyone.

The ringtone of his scroll going off snapped the teen out of his deep thoughts, pulling his device out of his pocket he grimaced when he saw it was Mary Jane calling. "Ooooh crap…might as well get this over with." he decided as he answered the phone. "Hey MJ-"

 _'WHERE THE HELL DID YOU GO!?'_ Mary Jane's voice shouted from the receiver, Peter pulled his head away from the device from the volume of her voice. _'Look I'm grateful for the save, but dude? Dick move, real dick move.'_ she stated, clearly upset that he had abandoned her right after a near death experience such as that. Not that he could blame her, he felt horrible about leaving her but he needed to stop the car before it tried to run over someone else.

"I know and I am so, so, so sorry for leaving like that." he apologized sincerely, leaning back against the wall of the elevator. "I'm just glad your ok."

He listened across the scroll for a few seconds, not hearing a word before MJ broke the silence, _'Well…..I'm lucky you were there to save me….so I think I can forgive you.'_ she responded, her voice changing from peeved off to playful, making Peter smile fondly. _'Did you at least get a look at the car?'_ She asked curiously.

Peter thought up an excuse as fast as he could manage, "No uhh…..I took a wrong turn and ran into a dead end alley, got myself a little lost and turned around." he lied, hoping that it was probable enough that she bought it. He much rather preferred it when he had to bail no one asked what he was doing before. Unfortunately that almost never happened so he needed to conjure up a story about where he's been.

 _'What?'_ She asked with a laugh, _'Peter you've lived your entire life how do you get lost?'_ she asked seriously as the elevator doors opened with a 'ding'. Walking through the lobby he made his way out the front doors.

"Hey I feel bad enough already don't need to rub salt in the wound." he said, looking both ways down the street in search of a taxi or bus to take him to his destination. "Look I gotta go, Robbie wants me to get some pics of a singer doing an autograph signing." he said casually. When he saw that there was no cabs for him to take he proceeded to make his way to an alleyway down the street as MJ's voice cut out for a minute.

 _'Wait. Which singer?'_ Mary Jane inquired across the phone as Peter entered a alleyway and jumped onto a fire escape's bottom level to change into his costume.

"I dounno. He just told me that it's at Pembrook and 7th.." he said, he suddenly heard the phone drop. "MJ?"

 _'HOLY CRAP IT'S CASEY LEE!'_ he loud voice came in over the phone, making Peter once again hold the phone away from his head so his ear would stop ringing. Mary Jane voice went so fast through the scroll he thought he was talking to Ruby with a adrenaline shot. He debated if he should hang up or not and simply let her ramble on to herself but given how he ditched her not twenty minutes ago he decided to stay on the line until she calmed herself down, _'Ok , ok, ok, ok, calm down MJ!'_ she said to herself, _'Peter I still got applications to drop off so…if you could possibly, maybe-'_

"I'll get you an autograph." he interrupted with a smile, he could just imagine MJ hopping with joy at the thought.

 _'Thank you! Can you ask her if she can sign it 'to Mary Jane-' no, wait….nope not that. That could look bad.'_ she thougt quickly, knowing that her name could be seen as…..something else entirely. _'Just have her make it out to MJ. If she can! Don't fuss about it, whatever floats her boat.'_ she quickly corrected. Peter rolled his eyes as he pulled his mask down over his face with his mouth still exposed so he could talk to Mary Jane without his voice muffled.

"Alright. By the way what's she made? I don't listen to much music except some alternative stuff." he admitted, slinging his backpack over his shoulder and launching off from the fire escape. He swung through the city as Mary Jane listed off the songs that Casey Lee has made, none of which he was familiar with but didn't mind in the slightest. The store was about half an hour away but Peter cut that time in half with webswinging, coming to a stop on the side of a antenna atop the music store where a long line stretched around the block. "MJ there's a huge line here, I'm probably going to be a while….plus your chewing my minutes."

 _'Your already there!? How?'_ She asked, causing the teen to fumble up an excuse for his arrival time.

"Well I hopped a train to uptown…..then I snagged a cab to a few blocks away….. and….cut through a few alleys and….yeah." he lied…..poorly at that. _I have got to get better at this,_ he thought as he leaned back against the square shaped antenna, his feet resting against two rungs with his back against where another pair crossed.

 _'….so you can do that but you wind up in dead end alley when you're after a car?'_ MJ's tone was torn between mocking and genuine curiosity as to how he could do both of those things. _'Ok then at least tell me you're going to call Yang while you wait in line. You have got to talk to her.'_ she advised, making the teen's head drop forward with hesitation. That was something he was not looking forward to, _'It's like a bandage Peter, rip it off and get it over with. Take care, I got more applications to drop off….yayyy.'_ she drawled out before hanging up.

Peter pulled the scroll away from his head he tapped his contacts, scrolling through the short list of numbers he found Yang's at the bottom. Taking a deep breath he hit 'call' and raised it up to his ear, he listened to the ringing for a minute before he heard the other end pick up, "Yang?" he asked.

 _'Peter! Oh my god finally! I've been trying to call you all week, are you ok?'_ she asked, her voice laced with concern.

"What? Yeah, I'm fine. I mean those clothes still smell a little bit but I think a few more washes and they'll be fine…how are you?" he asked, not entirely sure where to go from here in terms of conversation.

 _'How am-Peter I am fine. But….I got worried when you left like that, I mean you went out a window and none of us could find you.'_ She explained, the teen feeling guilt rack through him once again. He didn't even think of how Yang or them would react, all he wanted to do was find someone or something to beat up and let out his frustration on.

"I'm sorry I just….I needed some air. And some distance between myself and Flash. Which is hard since we both go to the same school and have the same classes together." he said, meaning it to be a joke but just bringing up Flash reminded him of his friend's plea to him. _No! Do not think about it! Do not….damnit I'm thinking about it!_ he cursed himself. "Speaking of, you never guess what happened to me today."

 _'Peter if Flash did anything, tell me and I'll be on the next airship to Vale with Ember Celica.'_ She said, taking Peter off guard by her response. The vigilante didn't stop the smile that spread across his exposed features, in a strange way he was flattered that someone would threaten to beat up Flash for him.

"Well first off, thanks but I'm pretty sure having a girl fight my battles for me won't exactly improve my reputation around the school." he joked, hearing a sharp intake of breath across the call which made his smile vanish, _Oh right…..that._

 _'Peter…..why didn't you tell me or Ruby?'_ Yang asked finally, it was the hardest thing for Peter to hear from her. _'You don't think we would have made fun of you do you?'_ she asked, her voice having the slightest hint of hurt in it was like a punch to the gut for him.

"No!" he exclaimed quickly, "No I just…Yang I've been 'Puny Parker' since middle school. You where first person I met who didn't find out about it right away and saw me as…..well, Peter Parker. And I didn't want you to find out about it because who would!?" he asked.

 _'Well…yeah….I…I can understand that…..but still you shouldn't have to put up with that crap from Flash! If he does something again I swear I'll-'_ she began, he could tell that her eyes were turning from purple to red just from her voice.

"Look Yang I know your mad but…..just because you can do something like that does not mean you should." he said responsibly, the seriousness in his voice making the blonde pause and allowing him to continue. "Look….Flash's friends came to me today and you know what they aske? They asked me to tutor him in science….at first I…..well Harry has a video so just ask him." he heard her stifle a snort on the other end, "But….and I can't believe I'm saying this, I'm going to he…..going to hell….help Flash." he struggled for dramatic effect, however the strange taste in his mouth afterwards was not part of the act.

"Because…..he needs help, and because I can help him means I should." he finished, still in minor disbelief in his decision to help the same jackass who had been such a pain in the rear for almost six years now. When he didn't hear Yang respond he feared the worst, did she think he was a weakling for buckling under pressure? Did she think he was desperate for attention?

 _'Peter that's….that is unbelievably mature of you.'_ she said with honestly, causing the teen smile splendidly at her response _. 'Look I don't like it, I think Flash should get a beating of his own but…..I get it, this is your battle, your bully. Just remember that me and Ruby are here for you. You ever need a hand with that jerk off you give me a ring.'_ she said, making Peter chuckle.

"Thanks…so what did Blake and Weiss think? I'm guessing that wasn't the best first impression for me to them." he asked.

Yang laughed on the other end, _'Are you kidding? You should have seen Weiss she looked like she was going to call the cops and plant something to get everyone in trouble.'_ the blonde said, the teen having to cover his mouth to stop his guffaw. _'Blake didn't say anything but she has this disappointment look that made about five people feel ashamed of themselves. She's quiet but she gets her point across.'_

"Well that's good to hear….hey do you mind if I stop by your place this weekend? On Patch I mean, I'm finishing the base for my project and I want to get into the next phase." he asked politely.

Yang 'oooh'-ed in interest, _'Sure thing! You gotta show it to us, Ruby is dying to see ho you make it work.'_

"Yeah I kind of expect that." he said before hearing a sudden commotion inside the store, "Um look Yang I gotta go, I'm on the job right now and I gotta take some pics. Talk to you later?" he asked hopefully.

 _'Sure. Do your thing.'_ she replied before hanging up, snapping the scroll onto his belt the teen pulled his mask down over his face and flung himself off of the antenna as the line in front of the music store scattered. Throwing a webline back towards the storefront, breaking through the front window, he landed atop a isle with CD's lining the shelves. In the middle of the store a handful of Masked men ahd taken the Casey Lee by the arms, pushing her towards the back exit with their guns unholstered.

A web hit the young woman's back and with a pull was sent flying back into Spider-Man's arms, her shocked and scared expression meeting his large white eyes, "A-am I dreaming?" she asked in a daze, the past few minutes feeling like she was in some crazy nightmare.

The masked teen shrugged, "I don't know. But if it were can you imagine them int their underwear?" he asked, looking at her would-be kidnappers as they noticed. "On second thought don't I really don't need to see something like that." he joked before leaping across the room as the assaliants opened fire at the isle. Pivoting off a pillar, Spider-Man and the singer landed behind the front counter just as the singer seemed to be jolted out of her confusion. "You're a musician right?" he asked, the dirty blodne haired girl nodded, "Ok which isle has the worst music? If they're going to be shooting at me I really don't want anything valuable to be lost."

She nearly chuckled at the joke, "Um, scremo is right over there."

"What's screamo?" the masked teen asked before another shot from a shotgun hit the top of the counter, "Never mind I'll take it!" he exclaimed before hoisting himself over the counter and back flipped into the isle that she had pointed out. "Guys, guys, come one I know how we can settle this, karaoke contest. Come on, you guys vs. me and mis Lee." he joked as he connected a webline to the one wit a shotgun. Yanking the weapon out of his hands the vigilante swung it around through the air into one of the other gunman.

They shot madly at the teen but the only thing their shots hit was the air, Spider-Man landed on the ceiling. "So what was the plan exactly? Ransom the famous singer and hope the cops don't catch you guys?" he asked before shooting off to the floor onto his hands, springing his feet up into one of their jaws and sending them into the bargain bin. Cossing his arms across his chest he connected a webline to two of the men and pulled them into one another before trapping them together with webbing around their chests

As those two tried to keep their balance and stop themselves from tripping over themselves, the last kidnapper tured and ran towards the door.

Only for a bass to strike him in the face as he neared the door, with Case Lee holding it by the neck, the vigilante ran over as Casey backed away from her attempted kidnapper. "I've heard of getting music stuck in your head but-no…no that's too bad even for me." he stopped himself, webbing the kidnapper to the ground before looking at Casey, still eliding the bass like a club. "Nice Bass…..sorry I had to say it." he apologized, actually making her smile. "You ok? I can call a ambulance if you need one." he offered.

"No…no it's ok." she said, shaking her head as she lowered the bass. "Your…..your not as bad as people say you are." she noticed as the red and blue costumed hero walked over to her unconscious security guard near the door. She saw one of the men hit him right in the face with the butt of his gun, "Is he-"

"He's fine, probably will have a killer headache thought." he assured before turning back to her, "And well…yeah I'm trying to change how people perceive me. Though I can get why a guy in a mask wearing a skintight red and blue suit can be a little unnerving to people." he said, stretching a leg out and gesturing to himself. Casey Lee thought to herself for a minute before a smile spread across her face, reaching into her jacket pocket she pulled out her scroll.

She quickly qalked over to Spider-Man, standing beside him she threw up the same hand-sign she saw him use to web people up before snapping a selfie of her and the wallcrawler. "Least I can do for you saving me is help you with your image." she explained.

The vigilante rubbed the back of his mask, "Well actually, I got a friend whose a fan of yours. Think I could snag an autograph for her?" he asked politely.

The singer beamed at him, "Of course, anything for my superhero's girlfriend." she said as she reached down to one of the scattered CD's of her's on the floor, Peter's face lit up at the misinterpretation, "What's her name?"

"Um, MJ." he answered quickly, "And uhh she doesn't know about well…this-" he used his hand to gesture to himself. "-so if you could…"

"Not spill? Got it." she affirmed with understanding. When she finished writing her name she handed it back to the webhead. "Umm…..could I get one of-" he held out a card to her. Looking over it she saw that it was signed _'Courtesy of your Friendly Neighborhood Spider-Man.'_ on the fron. Looking up from the paper she saw him backflip into the broken window. Jumping back he turned in midair and shot out a webline and swung away just as the sounds of police sirens filled the air.

"Spider-Man…hmmmmm…. _living on the edge fighting crime and slinging webs…_ …yeah." she said with a smile as a new idea for a song came to mind.

* * *

"Peter Parker I could kiss you." MJ said in a dreamlike trance as she looked at the signed copy of the album he had picked up for her. She had waited for him on his front porch to get home. Welcoming her inside he presented the autograph to her and she immediately snatched it from his hands to ogle the merchandise.

"Please don't." Peter said bluntly as he took his seat on the couch, dropping his bag beside his feet on the floor as May entered the living room, "Hey Aunt May, how's it going?" he greeted warmly. May ruffled his hair and gave Mary Jane a smile, "What?" he asked.

"Peter never keep a young lady waiting." she advised simply before making her way out of the room. Peter and Mary Jane looked at each other with confusion, the redhead took the seat next to him as he turned on the television. "Mary Jane your more than welcome to stay for dinner!" Aunt May called from the next room as Peter flicked through channels.

Mary Jane looked to the doorway to the kitchen, "Thank you Ms. Parker." she called back before sitting back against the couch and looking at Peter, "And thank you-" she tapped him with he corner of the CD, "-for picking this up. I heard things got….dicey at the music store." she said carefully in case May was listening in on them. She had gotten a news alert about the attempted kidnapping but thankfully Spider-Man foiled it and saved Casey Lee.

"I got there just as things calmed down. Manage to snag a pic of her and Spidey getting a selfie together." he said with a hint of pride. After checking Chirp, a popular social media platform, he found the photo and saw….well some positivity about him bust mostly relief that she wasn't hurt by the 'menace' known as Spider-Man. "Should have seen the look on Robbie's face, he said it was perfect." he said proudly before his face became more contemplative. "I…..also reconsidered what he asked. I called him and I'm meeting Flash tomorrow after school to help him." he admitted, taking the redhead by surprise.

However instead of the outburst he expected, glancing over he saw Mary Jane smile knowingly at him. "Yeah…..kinda figured you do something like that. Your too good a guy." she stated, making the teen smile at her comp;iment. "And also Harry now owes me twenty Lien." she added, making the teen frown.

"You two betted on if I would cave in and help him!? Man I am so getting back at Harry for this." he grumbled, folding his arms across his chest as he pouted. Mary Jane meanwhile had a large grin plastered across her face from her triumph.

* * *

Harry's day, heck his entire week really, had been going amazing! He gets onto the Griffball team, Peter doesn't blame him for what happened at the party, and his performance at practice today blew away the coach's expectations. In short, life was good for the Osborn heir, "So when's your first game?" Norman asked from across the dining room table, taking a bite from the takeout they ordered from a Minstrel food pace a few blocks away.

Harry slurped his noodles up and swallowed before answering, "Well the first game isn't for a few months, we have scrimmages until then. They're like practice games, helps get everyone on the team used to one another." he informed in the same way Liz had told him. "It'll be kind of boring though, I can't really play to my fullest until then, the coach wants me taking it easy." he explained, Norman nodding in understanding. "Besides you probably got work so-"

"I'll be there Harry." Norman interrupted, making the griffball player look up with his food and beam at his father. Noman took another bite of his food before speaking again, "So are you still taking those vitamins?" he asked offhandedly. Harry nodded, his dad had taken him to the doctor the day before his first practice and he had been recommended to take a vitamin once a day for a few months. "Good, that's good to hear son." Norman said as he tapped his scroll on the table.

 _'Subject's physical attributes greatly enhanced by formula in pill form.'_ he typed quickly before turning it off and taking a drink of his water.

* * *

 **AN: HA! You all thought I was dead didn't you!? Well I'm still here! KING KONG AIN'T GOT CRAP ON ME!**

 **Sorry, I'm just excited for the new Spider-Man game coming out in a few weeks! I preordered, prepaid, and even got the collector's box. Only other game I'm looking forward to this year is Red Dead Redemption 2 and I got to wait until October to play it….man what am I gonna want for Christmas?**

 **Anyway I know that nothing big happened in this chapter, this is mostly just to wrap up what happened in the last two, but Spidey has always been a top tier street level hero to me. Doesn't matter if he catches the bad guy it just matters if he saves the people.**

 **Also I apologize to any screamo fans, you are more than welcome to like that type of music I just simply am not a huge fan.**

 **Now we actually are starting to near the end for this volume but don't worry I have a bunch of plans for Volume 2 and Grimm Eclipse.**

 **Now then in RWBY news, RTX happened and it was awesome, CVFY is getting a young adult book set in Shade after the Fall of Beacon, Grimm Eclipse is getting more story and skins, and Adam will get a character short and to be honest? That's kinda perfect, rather find out more about him that way then in the main show.**

 **Till next time!**


	12. Chapter 12 (Perseverance)

**Perseverance**

* * *

 **Christopher: Look if someone wants to make a chibi version of these cahracters? You got my blessings. Spider-Man and the Crow, could be like Wheels and the Legman. And I'm glad to see that you're hooked, I really wanted to pin the idea home that Spider-Man is what his most famous moniker says he is, your friendly neighborhood superhero. And as I see it, Aura and Semblances are something you need to be trained to use in RWBY, and Peter being a poor kid from Patch would have no idea how to use either of which.**

 **FireIce: I hesitate to use the word 'date' when it comes to Peter and Black Cat since, for thing, she has the hots for Spider-Man, not his alter ego. So….maybe? And Ms. Marvel and he went on exactly one date.**

 **Atom King: Always want a few things going on in the chapters without being too much.**

 **Leonard Church814: Oh no pressure man. And I have some ideas for characters and villains, some by me and some suggested by reviewers like you.**

 **AnimeKing6: Soon my friend, soooon.**

 **treyalexander63917: Yeah one thing about the first two spider-man movie series that bugged me was that Peter would have a 'stand up to the bully' scene. It's something that Homecoming nailed, you don't get over bullying by stooping to their level, makes you no better than them. You move past it by being better than them. Also I don't recall him and Black Widow dating, and Silk….well it was more like a biological reflex and less romance.**

 **MajorBrony95: No problem dude.**

 **shadyxlr: This story will have just as many 'episodes' as the actual show does so maybe.**

 **Maelstrom Resurrected: I am legit surprised they didn't cast Casey as Weiss in RWBY.**

 **Shadow-Proclamation8: I pre-ordered it, the collectible box, and paid for both of them in advance. I am so ready but it's still not out as of the time I'm writing this reply. But I have been reading the prequel novel and it's super good.**

 **The Red Ghost22: Yeah I mean I was concerned with this feeling more like a filler episode, but honestly if any superhero works great with filler it's one like Spider-Man. I have plans for Black Cat and her introduction, honestly it's always been MJ with me out of the golden trio of Spidey ladies. I mean I like some of his other girlfirends like Charlie Cooper. As for Gwen, Spider-Man Blue does this amazing story about his and Gwen's love and how he still loves her today without it being creepy or weird.**

 **Keys of Fate: Oh sure man go for it, my metaphorical door is always open.**

* * *

Peter was having a good day, though to be fair he only just woke up not ten minutes ago but between then and now nothing had happened to make him sour about the other twenty three hour and fifty minutes of it were left. Of course it being Saturday and being able to sleep in for once probably had something to do with his positive disposition, descending the stairs he turned into the kitchen to grab his late breakfast. Aunt May had to go into work today to help organize an F.E.A.S.T. event for Martian Li.

He had talked with Yang a number of times since first reaching out to her, she and Ruby planned to head into Patch to visit their father in Forest Hills. Peter saw it as an opportunity, both to pick up the spare parts he needed to get to real work on his Science Fair project, as well as a chance to meet Yang and Ruby's dad, Taiyang. He was initially a little nervous about meeting him, but Yang seemed to sense it across the phone and reassured that her dad was a 'total softie' as she put it.

He's faced much worse than a trained huntsmen in his time as Spider-Man so this shouldn't scare him, then again he wasn't planning to date Kraven the hunter's daughter. _And suddenly I'm thinking of a girl with a nasty handlebar mustache. Thanks for that brain._ he thought as he heated up a pair of pop tarts to eat on the go. When the toast-able treats were finished they popped out from the toaster, Peter snatched them out of the air.

"Oh! Hot! Hot! Hoooooot!" he hissed out, juggling the treats until they cooled in his hands. Eating them as he made his way to his front door, he slipped on his shoes just as he finished one of them, opening the door to his house he walked out onto the porch of his house.

"Hey." Peter jumped and dropped his pop tart, he tried to catch it as it hot the wet wooden porch but it was futile. It was now soggy and inedible, looking over to the culprit of his startling he saw none other than Mary Jane sitting on his porch swing with a sheepish look on her face. "Uhh….sorry." she apologized as Peter gathered up his remaining breakfast.

"What are you doing here?" he asked curiously as he stepped back inside his house with mary Jane fallowing him inside. Dumping the remains of his food into the trash can in the kitchen, looked back to see Mary Jane leaning against the door, glancing back at her house before darting her eyes back over to him. She looked almost….nervous, and nervous was his thing not MJ's, "You uhh….expecting someone?" he asked, making her preform a double take.

"What!? No. No I'm not….not….expecting anyone." she said, her lie sounding worse than some of the excuses Peter used when he was running late or something. When she saw the cocky smirk he had she knew he wasn't buying a single word of it, "Quit being smug, it's not like you…..stop it." she said like a toddler when he persisted. She let out a groan, "Fine! I got company coming!" she exclaimed, stopping into his living room where she proceeded to pace back and forth. "She couldn't have gone to Haven like everyone else in Minstrel, no she decided to go all the way to Beacon for some reason. Is it me? Am I just cursed? It's like I got a ball and chain on my ankle that fallows me wherever I go!" she ranted out loud.

Peter listened, she had bent her ear to his problems so it was only fair that he do the same for her when she was upset. "Firstly, that's called marriage. Secondly, who are you talking about?" he asked before a possible candidate crossed his mind and his expression turned sour, "Is it your dad?" he asked, his tone making Mary Jane's eyes widen with surprise at how serious he sounded.

She broke out of it with a sarcastic snort, "Yeah, my asshole dad who wants nothing ore than me to fail came all the way to Vale to get me back." she said, amused by her own mocking tone. Peter didn't know how exactly to respond to that so he chose to keep quiet, Mary Jane saw the effect her words had on him and shook her head, "No, it's not him. It's my cousin. She's attending Beacon and she's coming to visit my Aunt today and I just need to get as far away as I can." she admitted, bringing her hands together in a pleading way before continuing, "Can I hide out here until she leaves?" she asked.

Peter rubbed the back of his head, it wasn't that he didn't trust Mary Jane but it just didn't feel like she was doing the right thing. "Shouldn't you try to…..you know, get along with her? That's what family does right?" he asked. Mary Jane placed her hands on her hips and gave him a dry look, "Ok fine, just please don't go up in my room please?" he asked, not feeling comfortable with anyone, let alone a girl, in his room while he wasn't home.

Mary Jane smirked, "Don't want me there when you bring Yang home, got it." she joked, Peter's cheeks flushing at the implication as he bumbled out a incoherent response. "I'm messing with you!" she exclaimed with a laugh, as Peter calmed down she gave him a soft look. "Peter, can I offer you some advice?" she asked.

"Depends, do I have a choice?" he asked.

"Nope." Mary Jane replied cheekily, popping the 'p' at the end. The photographer smirked before gesturing her to continue, "Ok real talk….you like Yang, don't you?" she asked, her tone being a little more serious than it was a moment ago. Peter instantly became quiet, when he didn't respond right away Mary Jane had her answer. "It's ok if you do!" she assured, "But….look Peter you're a nice guy, but…..you gotta make a move man." she advised bluntly.

The teen crossed his arms across his chest, "I….I know but…..I don't know that she feels the same way. I mean what if I ask her out and it goes bad?" he asked, lacking any confidence in himself whatsoever. He had never even been on a date with anyone before let alone asked someone out to one, it was polarizing to him since as Spider-Man he had self-assurance like never before, then again he did hide behind a mask so no one knew that when he made bad jokes it was actually Peter Parker.

Mary Jane however was not easily deterred, "So what if it does?" she asked, "Look, I've gone on dates before and the first one is always the hardest. But even if they go bad? It's not the end…..think of it as a trial run, if it goes good you can go on another, if not stick with being friends." she explained simply with a shrug of her shoulders.

Peter considered it for a moment, what was he waiting for? Yang knew about his reputation and yet she still enjoyed spending time with him, it didn't bother her that he was a nerd who was infatuated with science, or that he wasn't the most wealthy, or any of that. "You know what MJ? Your right." he decided, making the redhead blink.

"Wait what? Seriously? Your gonna-" she asked before grinning, "That's great!" she said as she sprung up from her seat and over to Peter, guiding him back towards the door. "Alright my only advice is when you ask her out? Don't call it a date, just ask to hang out next weekend or something, just with her. Emphasize that, and if she asks if it's a date just say something like you just want to hang out with her. Makes a girl feel special that way." she advised, Peter nodding as he took in her advice and walked out the door. "Go get her dude!" she said, ushering him out the door before shutting it behind him.

Peter made it down his street when he realized that he had essentially been kicked out of his own house by a friend….with only telling her not to go into his room. _Aw well it's MJ, what harm could she really do?_ he thought to himself before continuing on his way to the train station.

Meanwhile, Mary Jane strolled down into the basement of the Parker residence with a mischievous look on her face. She knew that Peter was being secretive about his project for the school science fair, Harry hadn't even seen it yet and he and Peter where thicker than thieves for the most part and she couldn't pass up the chance to sneak a peek.

Entering the basement, she walked over to the small work desk and immediately saw his work in progress. It was a old laptop which he had disassembled, the keyboard, frame, even the screen had been carefully disassembled into sections so they could fold in on itself. She had to admit, she was tempted to just touch it but the better part of her brain told her not to stick her finger in a perpetual mousetrap. _Ok Peter, can't deny that this is pretty cool._ she thought before noticing something strange.

Right above the project on his a open notebook with a diagram on it, "Huh, what have we here?" she asked no one in particular. On the open page was a odd looking….device was the best word she could think of to describe it. There were a few designs on the page with most of them crossed out with small notes beside them highlighting their flaws.

 _'Too big for pockets.'_

 _'Less fluid = SPLAT!'_

 _'Smaller = more reload?'_

 _'Change formula for more webs?'_

"Webs?" she asked herself out loud, she had seen Peter take notes along with the little comments he would make and these definitely were his. But what where they for? Turning the page she saw there was a more put together design. It wrapped around the wrist of his hand with a sensor reaching into the palm, "Was this your original idea for the science fair?" she pondered out loud. She knew that she was being a little invasive and she did feel a twinge of guilt over it but it was Peter, the most goody two shoes guy that she ever met.

As she was about to turn the page however, her hand hit a small pencil holder near the edge of the desk, spilling it's contents onto the floor. "Crap!" the redhead exclaimed as she bent down to clean the small mess she had made. If she didn't do anything Peter would know that she was down here snooping on his stuff, knowing Peter she knew that while he would be a little mad at her that he could be won back with a sincere apology.

Reaching for a pen in front of the chest beside his desk, she noticed something odd about the container. It was locked shut with a padlock, Mary Jane looked between the chest and the notebook on his desk with concern. Peter was a good guy, but the one thing that stuck out to her was that he wasn't always truthful, she had a good amount of experience telling when someone was lying and Peter was the most common offender she had ever met.

Though it mainly came from his excuses for coming and going, whenever he left her or Harry, or anyone for that matter, it was like he NEEDED to leave. Like he didn't have a choice in the matter, she had asked Harry about it but he wrote it off as Peter just being a busy guy.

It wasn't a stretch, he was the breadwinner of his house but there was more to it. Why not just tell them he had work to do? Why lie?

Her hand reached for the lock and tested to see if it was actually locked with a short tug, it didn't click open. _This isn't cool MJ, snooping on your friend isn't cool._ she berated herself as she searched for a key to the chest. This was a huge invasion of privacy and she knew it, it made her stomach churn a little that she was doing this but given Peter's behavior for as long as she knew him only seemed to warrant her actions.

She vary well break the lock, at least not without something like bolt cutters to break it open and the last thing she wanted was to leave any evidence that she was snooping around like this. So this called for something a little more discreet. She needed a hairpin.

* * *

"I'msosorrythathappenedandIpinkypromiseIdidn'tlaughatall!" was the first thing Ruby said to Peter when she zoomed into him and nearly knocked him over with a bear hug. Peter was to be honest flattered by the youngest of the team's concern. However he more surprised then anything, the only way he could respond was to just….pat her on the head awkwardly.

"Um….ok? Not like I was mad at you to begin with." he said, "But Ruby you have got to start greeting me differently because one of these days you're gonna knock the wind out of me." he added in as the Team leader pulling away with a look of relief before it shifted to confusion. As the rest of her team approached him, he noticed that Weiss was glaring at her partner as she approached Ruby from behind.

"Your dunce! You can't just run into people!" she chastised, making the cloaked leader of the three remaining team members approached with Yang snickering at her sister's berating from her partner. Weiss turned her attention back to Peter sharply, "And you!" Peter gulped, suddenly wanting to use Ruby as a shield from her partner's apparent displeasure with him. The heiress directed a finger at him, "What's this I hear about you helping that ruffian who embarrassed you?" she asked narrowly, "Did he threaten you!?"

Peter shook his head. "N-no ma'am! Weiss, ma'am Weiss-" he stuttered out, "I just….I want to be the bigger man, he needs help with passing chemistry, and I'm one of the only people who is actually passing, I feel like I should be the bigger man and offer to help." he explained. The whited haired heiress gave him a bewildered look in response to his reasoning, meanwhile the vigilante couldn't help but wonder how in the world Ruby could work, much less lead someone like Weiss.

"And for the record when I asked if I could help his exact response was; 'Ha ha ha ha ha haa, ha ha haha hahaaaha-" he said, saying each laugh individually to emphasize before Weiss began giving him a icey glare. "….ha." he finished. "But we also had a test yesterday and I'm guessing his score on that will be lower than the times Ruby's blown something up." he said, the comparison causing Ruby to dart her eyes away as the heiress looked over at her teammate with a knowing look. Peter caught it and gave Ruby a shocked look, "You blew something up!?"

"It was a accident!" Ruby protested with a pout.

Before the discussion could continue, Yang placed a hand on Peter's shoulder, "Buuut the point is, you were the bigger man. Right?' she asked, recalling his explanation to her about why he wanted to help Flash out. He smiled at her with a confident nod, making Weiss sigh as she shook her head with begrudging acceptance. "Whelp! Me and Peter are swinging by mine and Ruby's place real quick. I'll meet you guys later!" she said, leading Peter away and missing the nervous look on his face.

He was hoping that Ruby would tag along and act as a buffer between him and Taiyang if Yang left the room. He was already feeling nervous but knowing now that it would just me him, Yang, and her dad? Well Yang must have noticed him stiffen up because she gave him a concerned look, "Are you ok?"

"What!? Yeah, Me? Fine, totally fine." he insisted, both his words and slightly higher tone of voice telling Yang that he was not fine. Her focused gaze told him that he wasn't convincing her of anything, "I might be….a little nervous about meeting your dad.' he admitted sheepishly.

He expected her to reassure him that he was a nice guy, but instead she nearly keeled over in laughter, it was a wonderful sound but it did not work to calm his nerves. It took her a minute to get ahold of herself, "Ahhhhh that's rich, Peter my dad is super down to Remnant. Our Corgi is more intimidating than him."

That made Peter's eyes light up, "You guys have a dog!? Why didn't you tell me that's awesome!" he exclaimed excitedly, matching Yang's smile with his own. Peter had always wanted to own a dog growing up, in fact for a while they actually did have one, "Me and my Uncle found this poor little pup one day while we were out. We took him home with us and posted flyers….I might have tried to convince them not to." he admitted, making Yang snicker, "But it was too expensive, the owner showed up and took the little guy with him."

He couldn't imagine owning a animal now, let alone the costs to feed, clean, and take care of it, he wouldn't have any time in the day to actually take care of the thing. Yang was bemused by his story, "His name is Zwei, dad got him back after Summer died." she said, slightly frowning before snickering, "Dad choose him because, and I quote, 'He was cool enough'. But it' probably because he's a total sucker for the puppy dog eyes." she said.

Peter looked at her sadly, "I'm sorry, I didn't-" he was stopped when the blonde brawler nudged him.

"It's ok….besides it's you. I think if there'd be anyone I could talk to about it, it'd be you." she said honestly as they finished crossing the road.

 _Because it's….._ Peter thought, standing up a little more straight, "So…..do you have any plans after…well this? Not the walking but swinging by you dad's?" he asked curiously. He knew that this was a real spur of the moment decision but honestly these have worked out in his favor for the most part, so maybe a small gamble like this would pay off?

"Nah. Blake, Rubes, and Weiss are all hitting the movies but I already saw the flick, Ruby's kinda dragging them along but I think Weiss is going because she secretly loves action flicks and Blake…well she's a sap for romance. And I kinda spilled there's a good subplot in it about a will they won't they." she explained, causing Peter to mentally to picture the three sitting beside each other. "Why?"

 _Come on Pete, you can do this._ he thought with conviction, not letting himself sound nervous. "You wanna hang out? I mean with Beacon and all…..well I hardly see you anymore and I'm curious to know more about what you're weekdays are like compared to mine." he asked, giving her a reasonable explanation.

When Yang began grinning he felt as though he slipped up, "Well I was just going to stay home but yeah. I could totally go _Parkoring_ around the city with you." she glibbed, Peter giving her a blank expression. "Seriously?"

"I've heard that a dozen times, not to _Pete_ around the bush." he said, causing the lavender eyed brawler to grin with pride at his wordplay. She raised her hands and clapped them together, slow clapping at him with a curt nod of approval. "Thank you, thank you. Your too kind." Peter responded, feeling like he was on cloud nine. He did it, he asked out Yang Xaio Long and she said YES!

He had to fight the urge to cheer, _Today is so going my way!_

* * *

"What the-why do I need a lockpicking set!? This is supposed to work with a hairpin!" Mary Jane shouted at her scroll in both confusion and frustration as the tutorial video on lockpicking explained that what was required to pick a lock of any size was, first and foremost, a lockpicking set. She sat with her legs crossed in front of the chest with the lock still in place around the latch of the chest, she had spent a goo ten minutes scouring the Parker house for a hairpin to pick the lock but after looking up a few videos online she discovered she needed another small tool which only came with a lockpick set.

So she was understandably miffed. _Why am I even doing this? Peter would never in a million years do something like this to me._ She thought with a sour feeling as she leaned back from the chest with a frown. With each failure to unlock the box she felt worse and worse about what she was doing, it was one thing that his notebook was laying out on his table for anyone to see. And if the chest was opened as well she wouldn't have a problem with it but…..

Trust was a important to her, trust is what she had with her mother, father, and sister and yet when her father abused it and she finally stood up to him? She received none from the rest of her family. Was she bitter about it? Absolutely, she didn't deny it but she also knew that not every guy she met was her father…..but Peter was keeping secrets just like him. Like how he would cheat on her mom and she wouldn't do a thing about it, so it was wrong of her to do this but she found it necessary.

 _Now if only I could get this stupid lock to open!_ She thought with frustration as she tried yanking at the lock once again. She stopped, took a deep breath, and then released it, _I'm going home, and I'm going to get some tea, calm down, and then try this again later._ she thought to herself in a calming tone.

Standing up she made her way up to the cellar doors and exited the Parker house. Climbing over the fence to her own backyard, she entered through the back door into the kitchen as quietly as she could, "-just wish Mary Jane was here to see you." the redhead froze at her Aunt's voice, she flattened herself against the wall instantly as not to be spotted. Pyrrha must be here already, she had hoped that she had already left or wasn't here yet. The smart thing to do would to sneak back out of the kitchen, but she was hungry and wasn't about to mooch off the Parkers.

Inching towards the fridge, she cracked it open as quietly as she could and retrieved an apple and drink from inside. Shutting the door with as much noise which she opened it with, she inched towards the back door with a triumphant smirk, _Ninja…..like Ninjas of Lo-_

"Mary Jane?" The redhead froze, caught in the middle of her sneaking around by the exact same person she was trying to avoid. Looking over her shoulder she saw her cousin and she couldn't help but gawk. She hadn't seen Pyrrha since they were twelve, and the years had been kind to her as much as they had to MJ, Pyrrha was beautiful and strong and it honestly ticked MJ off a little bit at how damn perfect she looked. The huntress in training gave her kin a soft smile, "It's good to see you." she greeted.

MJ kept a neutral expression briefly before forcing herself to smile, "You to Pyrrha."

This was going to be a strenuous afternoon for MJ.

* * *

Yang was more than Peter to hitch a ride with Yang to her house on her bike to her house, arriving at the sizable cottage. "This looks like the coziest place I've ever seen." he said as she got off Yang's bike and set the spare helmet she had back onto the seat. "But wait doesn't your hair catch on fire?" he asked, realizing just how much of a fire hazard the house was if that was the case. The blonde didn't answer and instead darted her eyes around, "Oh my god you caught your house on fire."

"No! I didn't….ok only a little." she admitted, making the teen look at her with wide eyes, "In my defense we did not know that cutting my hair would make me mad….and thus the fire." she explained as she began walking towards the front door of her home. The wooden door swung open, a small black and white chorgi dog ran out to greet Yang, much to her delight. "Zwei!" she cheered as she scooped up the pup and let him lick her face happily.

Peter had to admit, it was a cute dog.

Setting him down with a scratch between his ears, the pup made his way over to Peter which he received just as much affection from. "Hiya doggie! How's it going?" he asked cutely. The chorgi rolled over onto his back which exposed his tummy for Peter to rub, "Whose a good dog, you are, you are!" he cooed as Yang smiled at him before looking at who had opened the door.

"Hey dad." She greeted warmly as possible before wrapping her father up in a hug. Peter looked up from Zwei to look at Yang's father. He instantly saw the familial resemblance, like Yang he had golden hair but cut much shorter in comparison to his daughter with most of it around the top of his head but made up for it with a slight stubble around is jaw. He was fit too, enough that if one of the guys that Peter usually beat up as Spider-Man were to see him they would think twice about trying anything.

He wore a set of brown cargo pants with a golden top that buttoned up the middle along with a short brown vest, on his right arm was a tattoo in a shape reminiscent of a heart along with a leather looking gauntlet around his hand. He looked over at Peter and the teen immediately locked up, _Oh come on Parker you've faced more dangerous guys than this._ he thought as Yang and her father approached him.

"Peter this is my dad, dad this is Peter." Yang introduced.

Tai looked Peter over with skepticism but it quickly disappeared with a welcoming smile, "Nice to meet you Peter." he said, holding out for the teen to shake which he automatically did. He felt Tai's tight grip around his hand, it didn't hurt but he did feel Taiyang's strength behind the grip.

"Nice to meet you to Mr. Xaio Long, my aunt's told me a lot about you." he said politely.

Tai smiled at the young man as he let go of his hand, "She only has good things to say about anybody it seems." he said, Peter nodding absentmindedly in agreement. "Come on inside, Yang called and told me about your project, and I'm more than happy to clear out some of their junk." he said, getting a playful shove from his daughter. Getting led into the house, Peter looked in awe around the inside of the house, he was right about it being comfortable, just crossing the threshold reminded him of coming back to his own house.

The living room was huge with a comfortable couch in front of a holo screen projector and coffee table which Yang took her seat on, "Our garage is our workshop and we keep most of the spare parts in there. Just don't take from Ruby's pile by Zippy." Yang informed as she pointed to the other end of the room with one hand while the other grabbed the remote, receiving a questionable look from Peter in response.

"Zippy's the name the girls gave the car." Tai explained, causing Peter to snicker. AS Peter gave his thanks and entered the garage to get what he needed, Tai gave the teen a curious look.

He had met May when she had attended a group therapy session dealing with losses of loved ones. He went to a few meetings after Summer died and they really did help so he decided to pay it forward and check in now and then, it was good for him to get some perspective and show people that it's possible to move on. When May talked about her husband had been violently taken from her and her nephew, and that he had been acting more and more differently ever since, he couldn't help but feel sympathetic for her.

He talked to her after the meeting and they quickly became friends, and the more and more she talked about Peter the more he thought it would be good for him to meet Yang. She could show him that you can move on from tragedy, however he was just now beginning to realize that his plan might have been working too well from the way he acted when he shook the teen's hand. "So how's my sunshine doing?" he asked his daughter with a beaming smile, leaning over the couch as she flipped through channels he wrapped his arms around her neck in a hug.

Yang smiled as she reached up and held his arm with her hand, "I'm good dad. Ruby too…..well she's doing the best she can, but she's getting better." she corrected, making her father smile with pride. To say he was shocked when Yang told him that his youngest daughter had been made the leader of their Team would be a understatement, but it was dwarfed by just how proud he felt for Ruby, "She's hanging out with Weiss and Blake but she'll be home tonight for dinner."

Tai nodded as he lifted his arm up from around Yang as the door to the garage open, "You weren't kidding when you said pile." Peter said, the teen holding a box full of spare parts, "Yang your sure you and Ruby won't need this stuff?" he asked, wanting to be sure that they wouldn't need these components for their weapons.

Tai shook his head, "Nah, they got parts at Beacon for them. But Ruby….welll…" he trailed off.

"She hoards whatever parts she doesn't use." Yang said sincerely, her father pointing at her for her correctness. As she flipped through the tv channels, she stopped when she saw the news was on with Lisa Lavender.

 _'-are continuing our coverage of the standoff between Vale's police force and members of the terrorist group known as the White Fang.'_ The reporter informed, making Peter's eyes widen. _'Citizens are warned to stay away from the downtown area until further notice.'_

"Crap I got to go." Peter said out loud, making both Tai and Yang look at him questionably, "To-to get pictures! My boss will kill me if I don't grab some pictures." he excused, not being a complete lie. Setting the box down on the ground behind the couch, "I'm so sorry, I promise I'll come by and pick the parts but I gotta go." he apologized profusely as he backed up towards the door of the house.

"But what about you and me hanging out?" Yang asked with disappointment.

Peter winced, "I'm sorry I know but….I gotta go." he said sadly, before she could speak he was out the door, leading both Tai and Yang blinking.

"Has he always been this….squirrelly?" Tai asked.

Yang shrugged with a sigh of disappointment, "Yup, but I get it. He's got to work. I just wished he would take a break now and then." she said as she flipped the channel once again. Looking back over the couch she saw the box he had left behind, "You know what? I think I'll meet him at his work and give him his stuff there." she decided, wanting to at least spend a little bit of time with the teen before having to return to beacon.

* * *

Swinging from Patch all the way to downtown Vale had taken a good chunk of time, however the standoff was still in progress when he arrived. The White Fang had taken hostages inside a municipal store. It was one of the many places in the Kingdom where Huntsmen bough weapons and modifications, landed on a rooftop overlooking the police barricade and the front of the store where he could just make out the outlines of the White Fang members.

With hostages the situation was made all the more difficult, for one thing the police couldn't make a move without risk of any of the people inside getting wounded or killed. _Same goes for me, I'm fast but without knowing where anyone inside is I could just as well get someone killed._ he thought, his eyes scanning the front and side of the building, the store was on the corner of the street and was about three stories tall with a parking lot on the behind it. _Ok so breaking in through the front window is obviously out…..so I need to be sneaky._

It wasn't that he couldn't be stealthy, he was actually very effective when it came to being undetected. One thing he was finding more and more natural was to land quietly as possible as not to alert criminals to his presence before striking, and he was surprised that so little people thought to look up above them. But it didn't matter, if he got in there he could at least get the hostages out of harm's way and then let the police do their jobs. But first he needed a way inside, one which he found when he saw a AC vent on the roof of the municipal store.

Swinging across the street he landed in front of the vent, slinging to the mesh he pulled the barrier with the bolts keeping it in place. The quick spinning fan behind the mesh was quickly taken care of with a spool of webbing slowing it to a stop. Crawling into the vent, he kept his arms and legs spread out to distribute his weight evenly and make sure the vent wouldn't break under his own weight. Crawling down with gravity, he looked down through a vent and saw the inside of the store.

There were nine Faunus, seven of them covering the windows and doors, two of them guarding the hostages in the middle of the room, pulling the cover from the vent he swung himself on the ledge of the vent onto the ceiling. _Ok first, get the hostages to safety._ He thought, dropping down onto the railing of the level above the ground floor. Springing off that, he landed on a light fixture above the hostages and the two guards circling them. _Alright webs don't fail me now._ he thought as web connected to the back of one of the White Fang members and yanked him up off the ground when the other guard wasn't looking.

Before he could let out a yell, the vigilante covered his face with webbing in midair before quickly grabbing him and throwing him up to wards the ceiling where he stuck him with webbing. _Hope he's not afraid of heights._ he thought before directing his attention to the remaining guard to the hostages. The hostages looked up and saw the webslinger, he held his finger up to his mask where his mouth would be, they all remained silent as he flipped off the light fixture right behind the guard as he looked for his missing friend.

Connecting a web to the ceiling beside his friend with one hand, he used the other to tap the guard on the shoulder, " _Psssst!_ Hey could you hold this for me?" he asked quietly, the White Fang spinning around with his gun drawn. Spider-Man connected the web to his chest, the recoil pulling him up to the ceiling. The vigilante turned to address the hostages, "Alright everyone, take cover and stay calm. Like a bad first date this will all be over soon." he joked lightly as the hostages bolted towards behind the counters for safety with the employees leading the way while one stayed behind.

"Spider-Man there's another whose leading them, he-" Spider-Man stopped him when he shoved him back out of the way of a shotgun blast from one of the White Fang members. As the employee scurried away, Spider-Man cast out a webline to the side of the shotgun and pulled it out of the shooter's grasp. The police were probably on their way now, swinging the shotgun around he knocked another one of the Whit Fang members in the head as he lunged at the one he disarmed, kicking him through the window.

The police immediately opened fire at him, "I don't like bullets! They ruin my complexion!" he shouted as he weaved through the shots back towards the middle of the room where he webbed himself up into the air to avoid three of the Faunus who tried to surround him, "Hey does this look heavy to you guys?" he asked, landing on the pillar of the second floor and firing a precise webline at the light fixture that hung above the three, with a pull he chain snapped and the multiple lights crashed into the three, "Wow, lying down on the job? _Tsk, tsk, tsk._ " he clicked his tongue just as the doors were thrown open and the police filled the room.

The remaining two Faunus were about to grab nearby weaponry but their hands were stuck to the display stands by webbing. Spider-Man crawled up to the third floor as the officers arrested the hostage-takers. "Ok that's the nine taken care of, where's number ten?" he asked, stopping on the third floor's railing.

His sixth sense rang through his skull, he launched himself from the pillar just as it became incinerated. Twisting around through the air he stopped himself from a webline which he hung himself upside down from as the smoke cleared. "Is it safe to have a fire in the Dust department?" he asked, looking at the sign on the side of the floor. Out from the smoke walked a man in a suit, it metal and covered him from shoulders to toes, it was bulky with red Dust Crystals on the forearms, the fingertips of the suit acting as Nozzles.

His head was covered with a glass dome helmet, his face was exposed from inside the dome, he had dark scales on the sides of his chin that looked like something a lizard would have. "….I accept your surrender." he said jokingly.

"Cute." the man in the suit replied before raising his hand with his fingers pointing at the wall crawler. Torrents of fire shot out as the dust crystals glowed, the webline that held Spider-Man was singed and the teen dropped like an anvil. Crashing through a table "Let's see how cute you are when **THE SCORCHER** finishes with you!" the dark skinned man yelled as he unleashed a barrage of fire down onto the ground floor.

The teen rolled out of the way and sprung off his hands as bullets of fire reigned down upon him, "Really? That's your name? The Scorcher? Tell me what was your runner up? The Lighter? Matchstick?" he asked as he bounced around the railings leading up to the arsonist, "The Faunus Tor-" he began again as he closed in on the suit wearer only for him to fold his arms in and threw them out. A wave of fire blasted Peter straight across the room and out the wall on the other side of the building.

"Look out! Spider-Man caused a fire!" he heard someone shout from below as the crowd and police began to panic.

 _Oh come on seriously!?_ Peter thought as he latched a webline to the side of the building and swung over onto the roof. The fire that Scorcher had caused was quickly spreading, and worse yet there were firearms inside along with ammunition of all types! It was a powder keg and the fuse was just lit with the White Fang members still inside! "Ok Spidey think fast!" he said, looking around for anything that could stop the fire.

The Fire Department was still getting set up outside the front of the store but he wasn't sure if it would be fast enough. He could hear the White Fang members he stuck to the ceiling inside screaming bloody murder, _Oh god! I need to save them!_ He thought as he sprinted towards the edge, before he could dive in through the window, the glass was broken open with a plume of fire.

"Is Scorcher Nuts!?" he asked himself out loud when he realize something, the suit that the pyromaniac was wearing, it had a glass dome around his head so he would be protected from the fire, the entire suit was made so he wouldn't get burned! _Sonofva-Ok focus Parker, douse the flames, beat the crap out of that douchbag later!_ That's when he noticed the water tower on the edge of the building next to him. "Bingo!" he shouted as he fired a series of weblines to the side of the tower, when they were all secure he pulled back with all his strength.

He could hear the bolts on the roof pop off as it tipped over, it toppled over the building and onto the roof, cracking open the ceiling and pouring water inside, dousing the flames. Peter fell to his hands and knees in relief, "Oh thank god." he breathed out in relief before entering the building through the hole in the ceiling he had made. He immediately went to the two men he had stuck to the ceiling who were violently coughing, "Oh my god I am so sorry, I swear if I had known your friend was here-" he began as he tore the webbing off their faces and they began to breathe better.

"Are you kidding? He's psycho! We would have suffocated if you hadn't webbed our mouths shut!" one of them said, his guard partner nodding in agreement as Spider-Man lowered them back down to the ground where the police and hostages were waiting.

They were all doused in water, soaked to the bone and Spider-Man was sure that they would arrest him as soon as he touched down. However when the people in blue began to applaud he was sure he was having some sort of auditory hallucination, "That pyromaniac trapped us in here!"

"We thought we were going to be burned alive-"

"You saved our lives!"

"Spidey your my hero."

Peter was….taken aback would be a understatement, heading to the entrance he threw aside some rubble which blocked it and let the police officers, hostages, and even White Fang prisoners out. But not before getting something he never received before. Gratitude.

One of the hostages, a short haired woman gave him a kiss on the cheek of his mask, the guards he stuck to the ceiling hugged him for a solid minute, and the police officers each shook his hand. "I…..um…well, no problem." he said awkwardly, not used to receiving praise or compliments. That's when he realized something that gave him a ear splitting grin beneath his mask.

He just got all of that on camera.

* * *

Peter strolled into the Daily Bugle, smelling like smoke and gunpowder with the biggest smile he ever had on his face. He finally had proof, photographic proof that Spider-Man was a hero! Walking up to Robbie's office he knocked on the door before hearing a muffled, "Come in." before entering. Walking inside he saw Robbie behind his desk with his glasses on reading something. Looking up, Robbie became more focused, "Peter good to see you, I was wonder if you had any-" Robbie stopped when Peter presented a full set of photos to the editor.

Robbie looked over each one, Peter momentarily feared the worst when he was silent and said nothing. Were they not what he wanted? However his fears eroded away when he saw the light in Robbie's eyes, "Peter these are perfect." he said with pride as he stood from his desk, "I'm going to show these to Jonah. These are front page material if I ever seen it." he said, walking with peter out the door of his office.

Peter almost blushed from the compliment, "Thanks Robbie."

"I'm serious Peter…..look, I've been on the fence about this for a while but you've been giving us consistent work and sales are up because of it." he praised, stopping right outside the door to Jonah's office. "Peter, we have an opening for a contracted photographer. It pays more and you get a salary. It's harder but with the work you've been doing? I think you'll do fine." he said, taking the teen off guard.

A job. A actual job instead of begging for money from a cheapskate like Jonah, it sounded like a dream come true. "Wha-when can I start!?" he asked excitedly.

"Let me talk to Jonah about it." Robbie said before entering the office. As soon as the door to the office shut, Peter grinned like a fool and had to stop himself from leaping into the air and just cheering.

"Peter?" the teen turned his head and was met with a unexpected guest in the form of Yang with Betty leading her to the office. He noticed the box in Yang's hands but he didn't care, he grabbed the box, set it down onto Betty's desk and took Yang by the shoulders and shook her excitedly, "Peetttteeer!" she asked, trying not to laugh from he was shaking her.

"Sorry! Sorry, I just….I think I might have a job here! Like an actual job!" he said excitedly, making Betty's eyes widen. "Oh! Yang this is Betty Brant, Betty this is Yang, but you were walking with her so you probably knew that." he said with his excitement making him babble, much to Yang's amusement. "Oh hey wants this?" he asked, looking at the box he set down on Betty's desk.

Yang leaned over to Betty, "Is he always like this here?" she asked in a hushed tone. The secretary shook her head, only making the blonde smile at how excited Peter looked.

"Oh Yang you didn't need to bring this stuff, I was gonna drop by and-" Peter stopped when he remembered how he simply ditched Yang after promising to hang out. "Oh man Yang I am so sorry I-" he stopped when the blonde placed a hand on his shoulder with a understanding look. They both shared a smile, Betty meanwhile decided to take her seat at her desk and focus on her work.

However Yang and Peter broke out of their trance when Robbie exited Jonah's office, before Peter could introduce Yang to him he noticed that he still had pictures in his hand. It was at that point he noticed the sympathetic look on Robbie's face, "Peter…..if you give me some more time-"

"Robbie." Peter interrupted, "Why didn't he take the photos?" he asked. When the editor was silent, Peter figured out why immediately. It was like a fire got lit in his stomach, was Jonah that pig headed that the mere thought of Spider-Man doing something good would-

Before Robbie could react he snatched the pictures from his hand and stomped to Jonah's office, "Peter wait-"

Against his better judgement he ignored Robbie and opened the door to Jonah's office where he was busy typing at his computer, "Boss, I want a word-"

"Here's one, scram. Here's two, scram kid. Or thirteen, get out of my office before I staple you to a flag pole!" he shouted, standing up and pointing out the door from which Peter came.

Peter blinked as he counted the words in his head, "That's…that's amazing."

"Eh, it's a gift." Jonah said with a shrug before Peter's frustration returned.

'Whatever, look Jonah I got pictures of the Municipal place going up so why don't you want them?" he asked, stepping into his office and holding up the pictures.

"Why!? Take a look at 'em kid! You got that wall crawling menace shaking hands with his hostages!" He shouted, pointing at first picture he saw. "Where's the meat? Where's him lighting the match inside?!"

"He didn't! It was some psycho in a metal suit and flamethrowers…..ok that sounds nuts but it's true! There's witnesses!" he argued.

Jonah waved him off, "Please kid! Spider-Man must have told them to keep quiet otherwise-" he ran his finger over his neck.

Peter couldn't hold it in anymore, "So what!? Your just printing your own lies because it sounds better!?" he shouted back. He swore he heard the entire bullpen outside stop everything they were doing.

Jonah's face turned to rage, "LIE! The Bugle only prints the truth Parker! And the day I take a whimpering school boy's word is the day I decide to sell this paper!" he shouted back. Peter opened his mouth to retort, to scream at Jonah but suddenly he stopped. His mouth closed and he glared Jonah dead in the eye, his gaze trailed out the window and his stance eased up.

"Fine. If that's how it is? I'll take my show somewhere else." he said evenly before storming out the door to Jonah's office and slamming the door on his way out.

He was welcomed with the sight of Robbie, who looked mixed between concerned and remorseful, Betty, who was covering her mouth so not to say anything, and Yang who simply looked shocked at what she had witnessed. "Robbie, thanks for telling me about the offer, but I need some time to think on it." he said, taking the box that Yang had brought him and making his way towards the elevator.

Pressing the call button, the doors opened and he stepped inside, as he hit the button to the ground floor, Yang quickly fallowed in after him. "Hey are you…ok?"

Peter released a sigh, "Honestly? I kind of am…it was like screaming into a pillow. Felt very therapeutic." he admitted, "…..Robbie all but promised me a job and just because Jonah doesn't like seeing Spidey in a good light, I can't have it." he explained. He saw her brows furrow, but it quickly disappeared when she saw that Peter….wasn't upset?

"So…what are you going to do?" she asked.

Peter held up the photos, "Well if the Bugle won't buy 'em, then thee Daily Globe, right across the street, will probably pay a pretty Lien for them." he said, making the blonde's eyes widen in surprise as he slid the pics into his pocket. "Robbie, the nice guy back there, he was telling me that I'm one of the only guys who can get pics of Spidey. And that's making them money, but if I start selling them to the competition…well if my economics class taught me anything about supply and demand…" he trailed off, glancing over to see Yang staring at him. "What?"

"I just…that's pretty…it's like….do you know that's going to work?" she asked, clearly surprised by what Peter was telling her by how her voice seemed to raise in pitch.

Peter shook his head, "No, it's a gamble. I was about to tell Jonah….well if May heard me? She might wash my mouth out afterwards, but then I saw out his window and their paper. Worst case I need to wait for Jonah to cool down, give him some pics through Robbie and things should smooth over again." he said confidently. Jonah 'fired' him a few times but then immediately hired him back as soon as he needed some pictures of Spider-Man.

As the doors pulled apart, Yang walked out with awe at Peter. She knew he was smart but being this….well, business savvy was really unexpected. "Sorry I bailed again." he apologized again.

"Don't worry about it." she reassured, after seeing what Peter had to deal with at his work? The least she could do was cut him some slack, "…..you want to grab some lunch? Just the two of us? After you drop your pictures off." sh offered, making Peter's spirit lift once again.

"Yeah….um….mind if we go halves?"

* * *

Mary Jane's day had been, in a word, awkward.

Forget what she found in peter's basement, sitting across from her cousin, who was for all purposes the entire reason why she ran away from home, and had to force herself to be nice to her? There were probably better words than Awkward but that was the first one that came to her mind. Epically now since it was just her and Pyrrha in their Aunt's living room while Anna went next door to talk with May, honestly it was the silence between them that was killing her, she HAD to break it. "So….Beacon huh?" she began, making Pyrrha look up from her glass of tea, "I thought you would have gone to Haven instead."

The spartan looked down at her drink with a expression that MJ recognized as fondness, "You weren't the only one. My parents did as well, but I wanted to…..get away, see somewhere else. If that makes sense." she said, trying to explain her reasoning.

Mary Jane bobbed her head, "Yeah I get that." she said understandably, Minstrel might have been one of the most creative places in the world but that didn't mean it couldn't get boring. She saw Pyrrha glance up at her for a second, she had been doing it the entrie time they were talking and it was starting to get on her nerves, "What?" she asked sharply.

The huntress blustered, "Nothing it's just….your hair is shorter, it looks nice." she admitted, making Mary Jane just plain feel bad. Pyrrha had done nothing wrong to her personally and she knew that but when she looked at her…..all she saw was what she wasn't. Her dad even had her grow her hair out to try and look like her cousin at one point.

Mary Jane set her cup aside and ran her hands over her face, "I….really wasn't ready to see you yet." she admitted.

The spartan frowned, "I'm sorry…my parents talked to yours and-"

"Do not tell them I'm here." MJ said bluntly, looking Pyrrha dead in the eyes from across the room.

Her cousin looked conflicted, "Mary Jane, they miss you." she said plainly, but her voice was sympathetic. For her or her parents she couldn't tell but it still angered her that she would do their bidding despite her father being who he was.

The look she gaze Pyrrha was cutting, "Good for them. Not like my dad really cared about what I wanted before." she spat out bitterly, making Pyrrha flinch, "I get you think your doing the right thing but you don't understand." she said, her eyes looking down at the floor as she continued, "You don't know what it's like to constantly be compared to someone else, to be told that your not good enough, to be better by the people you love…." she trailed off, she could feel wetness gather in the corner of her eyes.

Pyrrha was caught off guard to say the least, her cousin abruptly stood, "Mary Jane I-" she wasn't heard as MJ stomped past her towards the staircase, heading upstairs all Pyrrha heard was the door to her room slam shut.

* * *

 **AN: Finally! Was worried I wouldn't get this out in time.**

 **If your confused, or in the future, this chapter comes out the same week as Spider-Man for the PS4. It's been getting great reviews across the board and I couldn't be more excited to play!**

 **Also relived since I spent about $110 bucks on the game and merch for it.**

 **I also picked up a *little* (and I swear to god I can't stress the sarcasm) comic called the Amazing Spider-Man Omnibus. It is the biggest collection of comics I have EVER owned. Got it for a sweet deal too. Anyway I haven't been posting much since I've now started classes and my schedule is kind of…..busy.**

 **I got classes from 9:30 am to 7:10 pm on Tuesdays and Thursdays with three classes and two hours in between where I work on m online class and homework. And with the new Spider-Man coming out…..well suffice to say I wanted to get something out before I go dark for….well we'll see.**

 **Until then everyone, I bid you adieu**


	13. Chapter 13 (Heart of The Matter)

**Heart of the Matter**

 **The Red Ghost22: I just try to write what I feel like, when I feel like. And Yeah I get what you mean, Black Cat hasn't been featured in many Spider-Man fanfics that I've read without there being a lemon involved. And for those wondering, yes I do have plans for our feline thief.**

 **Axccel: Yeah it turned into one of my favorites really quick as well. And it's less about what the victims of the crimes have to say after it happens. The point is that when you see the photo, you see a stranger in spandex and large white angry looking eyes with his face covered, beating people up who he deems is a criminal. There's a reason why Spidey isn't good with the press. And as for the Grim and bullying? A good point but that's like a drop of oil in a ocean as far as the Kingdom is concerned, get my drift?**

 **Christopher: It's more out of a place for concern for Peter, like if I smell something weird from my brother's room? I'm going in there to investigate, privacy be damned.**

 **Atom King: I went over that scene a few times because I know that everyone loves Pyrrha and having a main character like Mary Jane dislike her? It seems unprecedented until you find out why. And unless that 'why' is good? Well we've seen what the FNDM has said about Jaune healing Weiss in volume 5.**

 **Shivasb: Thank you but honestly I'm fine with my own work, I understand that I need to go over my chapters more and make sure that I'm not messing things up but I don't want to put that on someone else. That's my responsibility. I'm grateful for the offer though.**

 **AimeKing6: I will only say this, unless they are dead Do not expect villains to come back.**

 **shdaxlr: You're not the only one, originally Gwen was killed off because her character was seen as stale and uninteresting with a personality to match. The only thing she seemed to offer was intelligence that matched Peter's. Now that's not to say that I dislike her character, I like Gwen but there was a reason she was killed off, and there's a reason why her death changed the comic book industry as a whole.**

 **Maelstrom Resurrected: I always liked the fact that MJ knows Peter is spider-man because the night his uncle was murdered he went straight upstairs and changed and she saw Peter enter the house and Spider-Man leave. It's old Spiderman mythos like that which I love. And I hope you enjoy the game because I sure as hell did.**

 **treyalexander63917: Peter's been a freelance photographer since the beginning. Jonah never hired him he just bought his pictures. And Yeah like I said Peter's got one of the most expansive list of girlfriends in comic books, I chalk it up to how Spidey broke most comic conventions. And I don't think MJ was acting like a bitch, it was more like her friend keeps bailing on her and comes up with out there excuses so naturally she thinks something weird is going on.**

 **Axccel: Glad you liked it! It might be one of mine as well.**

 **Keys of Fate: As much as I would love to incorporate stuff from the PS4 game into this like the costume and elements from the story? Only time will tell, while I don't make this story up on the fly it's not like I have everything planned out either. I have big ideas that I COULD happen but it's dependent on what I write beforehand. Writing for me is like working with wet cement, it's all there but I still need to smooth it all out.**

 **The WovenMantis: DUDE SAME. I love writing fight scenes but when I do? I keep wondering, is this a actual move? Is this entertaining? Do the readers know what I'm trying to say? Is this getting too long? Is it too short? Ultimately I think it comes down to an age old question. ARE YOU ENTERTAINED? The short answer as it seems is yes, you are.**

 **Guest 1: I've literally come up with over a dozen scenarios in which Team RWBY find out, all of them ranging from Volume 1 to the current volume, to future volumes. And that's if they ever do find out.**

* * *

Rycken's Penitentiary was located on the outer cusp of Vale's landmass, with one side facing the sea and the other heading back into land. Originally it was a castle during the Great War but was retrofitted into a prison for hardened Criminals from around the world. Though the only way into the prison was over a bridge which both sides needed to lower, almost making it a island with the trench between prison and road out.

Inside the North Wing of the prison, a prisoner made his way down the cellblock with a cart of books and two SDC robot guards fallowing him. Reaching Cell number 1963-2, the metal door's center opened up a small flap which the inmate passed a book through. It landed inside the cell with a thud, the inmate whom was sitting on his bed looked up from the book he already possessed and saw the dropped off book.

A metal tentacle arm extended out with four pincers gently grabbing the book and lifting it up to the bed above his, "Adrian, I believe this is yours." Otto Octavius said as one of his metallic arms raised the book to the bunk above his, his other three arms busy holding the book and turning the page whilst his human hands fiddled with machine parts he had taken from the Guard robot he had destroyed when he first awoke here before being tranquilized.

Adrian took the book from his roommate's arm and opened it, smiling when he found a bottle of liquid inside, a combusting reactant. "How much longer until the transport?" Adrian asked as he took out the botte with one hand and reaching under the pillow of his bed with the other. A cylindrical device with a switch on the top and dim lights around the top ring.

"A tomorrow at noon. I must say Adrian I didn't imagine meeting a intellectual such as yourself when I was imprisoned here. And how fortuitous that your associate would be able and willing to secure these components for us." Otto said, his metal pinchers turning the page of the book he was reading while his hands completed the power unit and quickly handed it up to Adrian.

* * *

"So does the White Fang offer insurance?" Spider-Man asked as he kicked a member of the Faunus group in the jaw across the dust shop. He had been swinging through downtown on his evening patrol when he heard a alarm near the docks, the Faunus in white hood and grim mask outside wasn't exactly subtle. After webbing the lookout to the wall above the store and swinging in through the front door and into the chest of one of the White Fang, they knew he was here. "Because if they do? I totally understand the appeal, snazzy looking masks, weekly meeting I assume, only downside is that your pretty much a terrorist." the costumed crime fighter said.

One of them shot at Spider-Man but his sixth sense warned him in advance, turning around he spun a web out to the shooter's face and with a powerful pull downward, faceplanted the gunman into the counter which they bounced off of and slouched back as his three remaining companions scrambled towards the teen. "Grab him!" one of them shouted before the vigilante sprung into the ceiling and swung his heel back into their face and launching himself off into another, punching him out the door and into the street.

"Now what I'm no so clear about is the dust." Spider-Man continued, his sixth sense warning him before leaping backwards over the last Faunus with his short sword swinging at him. As he turned, his hands were webbed to his chest with he teen stepping forward towards him, "The pamphlet doesn't explain that part." he joked as the White Fang member tried to break out from the webbing. "Yeah that's stronger than steel and it'll last about two hours so…well I can either stick you on the ceiling or to the wall. Most people prefer the wall to be honest." he said.

"I'm not saying anything!" the White Fang member spat out before desperately swinging his foot out which the teen easily caught.

"Ok your just did, first off. And second, ceiling it is." he decided, connecting a webline to the ceiling and attaching it to the foot he caught. Hanging him up by his foot, the White Fang member thrashed around trying to break out of the webbing as the teen stuck his calling card to the webbing, hopping out the door and backflipped onto the front of the building and scaled up the side far enough so that the police didn't see him when they pulled up onto the storefront.

 _Ok this is the fifth dust shop robbery I've stopped this week, I need to stop these at the source._ he thought to himself, spraying out a web and swinging away from the store as the police. Harry's first game was this weekend and he was equal parts nervous and excited, and Peter's pictures to the Daily Globe had actually been a steady source of income for himself. It didn't pay as much as Jonah did though, he made up for it by offering more pictures so he could make the same amount which had been working well for him.

Peter frowned as he jumped off his webline and over a building with a billboard for the Daily Bugle before throwing out another line to swing from. As much as he liked not having his pictures be used against him, he also missed going to work and seeing Betty, Robbie, and even…even…..Jonah. _I think my brain just dry heaved._ the teen thought dryly as released a web mid-swing and turned to the left, his momentum changing his direction and increasing his speed.

He swung down close to the street, releasing his line he grabbed onto a street lamp and swung around the pole before letting go and flinging himself down the street where he shot out a web to swing on, landing on the ledge of a rooftop, he looked down at the few people roaming the street this late at night. _The only thing that I don't get about this is why the White Fang would be taking Orders from someone like Roman Torchwick._ he thought before jumping off and web zipping across the street where he proceed to run up the side of the building.

He had tried to get into contact with Lamont about what he had found but strangely enough he hadn't been able to contact him. His office was all but untouched, he called a few times to ask if he was in from payphones around the city. _He's probably on vacation or something, or maybe undercover. Wait could a guy his age go undercover? I mean cop shows always show middle aged or young guys doing it…man I watch too much tv._ he thought to himself as he reached top of the building leapt up and grabbed the ledge, flinging himself across the roof to the center where he rolled across the ground and sprung over to the other side.

However the past week had also been great for him and Yang, their first not-a-date was nice, they grabbed some lunch and caught up over how their school lives have been. And he had to admit everything that Yang, Ruby, Blake, and Weiss had been doing sounded much more fun that his own schoolwork, _Almost makes me want to ditch the mask and join the school….man that would solve a lot of problems, getting picked on, being late all the time, not getting paid for saving people…but then I'd lose Harry, MJ, maybe even May. No way I could give all that up._ He thought with a hint of pride as he swung over the subway tracks which led to Patch.

As the train rolled down below him, he dropped from his webline onto the roof and climbed down to the rear car as the rain entered the tunnel to Patch. Hanging out on the back doorway of the rear car, he saw that a few people, were in the rear car but he doubted that they would be welcoming to a vigilante sharing a seat next to one of them. _So all in all, things are going pretty well in my life…..well….most things._ he thought to himself

The only part of his life that seemed off was Mary Jane, she had been distant to him for some reason. When she, him and Harry sat together she wouldn't speak to him, she wouldn't walk home with him, she wouldn't even say 'hi' she would just wave at him. And all he could think of was what he did wrong to make her angry at him, _What should I do? Should I confront her about it? Or would that just make things worse? Maybe I should give her space, grrr this is confusing._ he thought to himself with frustration.

 _Ok Peter relax…..maybe May would be good to ask about this. I am helping her and F.E.A.S.T set up for the Vytal Festival tomorrow. I'll ask her then._ he decided, the subway continuing onto Patch through the underground tunnel as Spider-Man pulled out his scroll and began scrolling through it to pass the time.

When he reached Patch, he climbed up onto the roof of the train and leapt off with his hand hitting his webshooter. Swinging the rest of the way home, Peter let go at the top of his swing and flung himself over a series of close buildings. "Hey back off!" a feminine voice exclaimed, what made Peter's eyes widen was that he recognized the voice.

It was MJ.

Throwing a line to catch himself, he all but stopped dead in midair, landing on top of a neon sign he looked down at the street and saw that he hadn't mistaken the voice. In a small pavilion was Mary Jane being approached by three guys, his friend having a grocery bag in hand with the other balled into a fist. _I know MJ told me that she had taken a few self defense classes back in Minstrel but not-_ he thought as one of the guys, only a little older than him and MJ really, tried to grab MJ's arm.

She dropped her bag, grabbed the guy by the arm and yanked him in with her knee jetting up into his crotch. The resulting sound he made signified MJ had seemingly crushed his family jewels. Even Peter winced, _OOooooooh, I almost feel sorry for him…..almost._ He thought as the other two backed off while the other hunched over before MJ swung her foot into his side, knocking him over.

"You guys want some?" she asked, looking at the others sharply as the one on the ground slowly rolled over and reached into his pocket. MJ's eyes widened when she saw the knife.

Before she could start running, a white substance covered the blade and his hand, "What the hell?!" he exclaimed before being pulled off his feet by his webbed up hand. The three looked back to see Spider-man perched on top of a street lamp, shaking his head with bemusement.

"Aw it's always fun seeing creeps like that get knocked down a peg." the vigilante chided before the three recovered from their momentary surprise and changed at him. Peter summersaulted forward off his perch towards the trio, planting both feet into one of their chests and jumping back off and knocking them into one of the others with the other charging at Spider-Man, he swung and the vigilante easily sidestepped him, driving his knee into his gut and striking him in the back of his head with a punch.

"Wait a sec, is this your first job? Because if so, your very bad at this." he mocked as the other two regained their footing. "If this was a Yell review I would give you half a star, I've given street vendors better reviews than that." he insulted as the one whose hand he webbed raised his foot back, Spider-Man raised his hand and released a glob of webbing into his face before he swung his leg out and tripped from the sudden blindness.

The other stopped dead in his tracks, looking at his companions he decided the smart thing to do was to simply bail. His mistake was turning his back to Spider-Man, who cast out a webline to his shoulder and pulled back, making him hit the ground hard with a mere pull. Looking over his handiwork, Spider-Man just shook his head in disappointment, "Tsk, tsk, tsk, the quality of muggers and rapists have really taken a nosedive lately. Shame. Shame on all of you." he said before webbing them all to the ground.

Peter turned his head to Mary Jane, the redhead was, surprisingly, entertained by what she had witnessed the vigilante do by the way she was holding herself back from laughing. "You ok M-miss?" he asked professionally, nearly slipping up and referring to her by her nickname.

Mary Jane let out a silent laugh, trying to find the right words to say but only coming out in breaths. Peter had seen this before, "It's ok, take a deep breath and just calm yourself down." he advised, having seen a few of the people he's helped be at a momentary loss for words.

Mary Jane did as he instructed, "Sorry I just…I didn't think you were…..well, real. Like really helping people." she explained sheepishly, her heartrate still skyrocketing. When she saw the knife her adrenaline kicked into high gear and she was ready to sprint all the way home. Only for Spider-Man to appear, "No offense!" she quickly corrected, realizing it might sound like a insult.

Spider-Man simply waved her off, "Eh, I get that a lot. And to be fair if I heard of a masked guy in spandex swinging around the kingdom from someone? Well first I would call the cops and get them some help then I' go home and forget about it, maybe order takeout." he joked. Mary Jane let out a short laugh, it wasn't that funny of a joke but right now with how lightheaded MJ felt it didn't matter. "Do you want to call the police? They can get you a ride home if you need it, I'd offer myself but webswinging isn't for everyone."

Mary Jane immediately shook her head, "No! I mean, no…no I don't want to worry my Aunt with the police calling about me." she said, reaching down and picking up her bag.

"Trust me, I get that. Well stay safe, I'll make sure these guys get arrested." he assured calmly as he shot a webline and pulled back on it to zip him up into the air.

"Wait." Peter turned his head at MJ, the redhead giving him a sincere smile, "Thank you…..I wish I could do more but…" she trailed off, suddenly finding her shoes very interesting.

Peter smiled beneath his mask, "Thanks is more than enough." he said simply before shooting up into the air and swinging out another webline out of MJ's view. The redhead stood there for a minute before she began making her way back towards her house, the events of the past few minutes replaying over and over in her mind as she closed in on the Watson household.

Walking up the stone path to her front door, she opened the door and quietly began to shut it behind her when she heard a familiar voice, "-I just don't want him to worry." MJ froze at the voice, it was May, "Peter has been through so much recently, losing Ben was hard but he told me just a few days ago he's not working for the Bugle anymore because he disagreed with his boss about something." May explained.

"May this isn't something you should hide from him, it's your own wellbeing! He should know." Aunt Anna said, Mary Jane letting out a gulp. Between nearly being mugged r worse only about a half hour ago and coming home to this? She was surprised she could function properly enough to breath, let alone move.

"They're just some dizzy spells. I work a little too hard and then I feel a little woozy, he doesn't need to know. He'll just worry more than he already does." May said with concern.

Mary Jane couldn't handle it anymore, quietly as she could she set the bag down and retreated back out the front door, shutting it quietly behind her and leaning against it, sliding down against the wood as she took a few deep breaths. _Alright I can handle nearly getting mugged but listening to that on top of it?_ she thought as she held her head in her hands, her stomach felt like it was twisted in a sailor's knot with how uneasy it felt. _I should tell Peter, I mean if May isn't doing so well he's go to know right!? No, wait it's not right, it's her decision and-GAHHHH!_ she internally yelled, standing up and making her way over next door and around Peter's house to the cellar door.

Before she knocked on it with her foot she stopped to reevaluate her choice, _Wait! No! Grrr, alright let's see if he's even home._ she thought, reaching into her pocket and pulling out her scroll and texting him to see if he was home. She waited a solid ten minutes, ten minutes of staring at her scroll and not seeing anything come back.

 _Of course he won't answer! You've been avoiding him since you went sneaking around in his basement!_ she chastised herself. The only other option she had was to talk to Peter directly. First thing tomorrow she would find him and tell him what she heard.

As Mary Jane made her way back towards her house, she was left unaware that Peter was up in his room, his mask, boots and gloves off while he slept like a rock on the bed his now battery dead scroll on his side table.

* * *

Mary Jane spent a good portion of the night awake, thankfully they had the Friday off since it was the start of the Vytal festival. But when she awoke the next morning she had come up with a plan. Aunt Anna had told her that May and Peter were going to set up the Vytal Festival as part of the charity that May works at. She would see how May does for herself when Peter wasn't watching. If she seemed to have any trouble she would tell Peter about it and if not? She would come clean with May and apologize for eavesdropping.

 _At least it helped me get to sleep last night._ She thought dryly as the water from the showerhead washed over her naked body. _And nearly getting mugged didn't exactly help, thank god Spider-Man was there in the neighborhood-…..oh that's why he's called that._ she realized with bemusement. While he finished rinsing her short hair, she thought back to encounter with the webhead, how she had never asked Peter what Spidey was like she'll never know but he seemed….well, nice.

Admittedly when she first heard about him it made her skin crawl a little, a spider man? It sounded like something out of a old horror movie, but he was almost the polar opposite of that. He made dumb jokes while beating up bad guys, he was confident, strong, but also polite and kind, _Hmmm…..wonder what he looks like under the mask…..mmmm….wait what if he has eight eyes? It would explain the eyes on the mask._ she thought, her face flushing as certain thoughts came her mind.

She turned the temperature of the water down.

Drying herself off she dressed herself in a pair of jeans, a black tee shirt and dark green jacket with the cuffs rolled up to her elbows. Slipping some cute brown boots on she looked herself over on in the mirror behind her door to make sure she looked good. _Still got it MJ…maybe I could find another modeling job. Could call up Frankie in Minstrel and see if he knows anyone up here. Would definitely get some money in my pocket._ she thought with a smirk before shaking her head, _Focus MJ, focus!_ she chastised before exiting her room and going downstairs to grab a quick bite to eat.

Scarfing down a bagel, she walked outside her house to see May and Peter loading some supplies into their car. "Hey Peter, Ms. P." she greeted politely as she walked across their lawns, May beamed at Mary Jane and she suddenly felt whatever lingering worry almost wash away.

"Mary Jane! Good to see you, how's it going?" she asked politely as Peter gave her a small smile. She glanced at Peter and forced herself to smile, her guilt immediately returned, this time over the fact that she had been avoiding one of her best friends for a full week because she felt bad about what she did.

 _Add that to the 'to do' list, apologize for snooping around._ MJ thought to herself before forcing a smile, "Good, my Aunt told me you guys were going to go set up for the Vytal festival." she said, hoping to get herself an invitation by May.

The older Parker smiled with pride, "Yeah, I've been looking forward to it for a while. Me, my husband, and Peter would all go together when we were younger." she said, her voice becoming sad for a moment before snorting to herself, "One year Peter-"

"-DID NOTHING." the teen interrupted from the trunk before closing it shut, he gave his Aunt a look but she was still amused. Peter turned to MJ with a more friendly expression, "So what about you? Got any plans?" he asked.

The redhead shrugged, "No, nothing…you guys need an extra hand?" she offered politely, internally thanking Peter for the offer.

May beamed at her, "Sure! Hop in the back with Peter. I got to go grab some snacks from the house." she said welcomingly before heading back to the house. Walking around the looked over at Peter, they both shared an awkward silence which Mary Jane decided to break.

"I'm sorry." she blurted out, they both looked surprised by what she said, "I-I mean, I've been avoiding you and…..I'm sorry." she apologized, it wasn't the best time or the best place obviously but she needed to say something. She saw relief wash over Peter's expression and she immediately shared in it.

"It's ok…I was worried I did something that made you mad." he explained honestly, I made MJ want to roll her eyes. Of course he would think it was somehow his own fault, the teen looked in the back seat of the car and rubbed the back of his head sheepishly. Mary Jane gave him a confused look before walking around to his side where the door was open, as she got in she saw the problem. Peter and May had all but crammed the car full of decorations and such, the left seat was completely filled with boxes along with a large sign taking up the front passenger seat, leaving only the middle and right seats empty in the back.

She looked at Peter and gave him her sweetest smile she could manage, "I don't suppose you could be a gentleman and take the-"

"No." Peter replied plainly, making her smile turn into a frown before climbing inside and taking her seat and Peter filing in after her as May exited the Parker home. As Peter settled into the seat he found that denying MJ the right seat might have backfired. With how many boxes there were crammed in the back, there was about half as much room in the middle and Mary Jane had to compensate for it.

 _This is karma for me snooping around his stuff isn't it?_ she thought to herself as she pressed herself to the left. _I thought talking to Pyrrha was punishment enough but nope. Crammed in the back seat of a Oldsmobile. There is no possible way this could-_ she began her line of thought as May started the car and turned out of the driveway a tad quick and sending her rear of balance.

"Ohmygosh!" Peter yelped out.

"Sorry Hun. don't want to be late." May apologized with embarrassment.

However it wasn't May's quick driving that caused Peter's exclamation, the sudden abrupt acceleration had thrown MJ off balance tumbled into Peter and she was currently sitting across Peter's lap. His face was redder than MJ's hair, however she didn't seem to mind as much and was instead giving him a smirk. "So is that your scroll I feel or are you just happy to see me?" she asked cheekily.

Peter suddenly had the dire urge to throw her out the car window.

MJ's amusement however quickly turned to curiosity, as she grabbed onto Peter's shoulder when the car turned again and found something…she didn't expect. Peter was, well for lack of a better term, solid. Disregarding what was left of Peter's personal space she felt her way down his arm, "What the-dude! Your all muscle!" she exclaimed, feeling Peter's bicep and finding how firm it was.

Peter quickly thought of an excuse, "Thanks I uhh….do…..Pilates." he said, making MJ look at him skeptically, "What? It works."

* * *

After arriving at the downtown docks, MJ was a swept up into helping set things up right away. It consisted of unloading the boxes from May's car and piling them out on the sidewalk where other F.E.A.S.T. workers would unpack. This gave her a chance to meet Martin Li, May's boss, who was also doing his fair share of work to help set things up for the upcoming event. "I can't thank you enough for lending a hand Ms. Watson. I'm sure you had better plans for your Friday off than this." the charity founder said as he opened a box she set down on the table in front of him.

Mary Jane smiled at him kindly, "I didn't have anything planned today anyway, and honestly helping out like this feels pretty good. And please Mr. Li, call me MJ. Ms. Watson is my Aunt's name." she said, making the man give her a amused smirk before taking the string of light up stars from the box. AS he walked off to help others decorate, Peter set down the last box down beside MJ, "Your Aunt has a cool box." she complimented.

Peter smiled at her, "Yeah he's a real nice guy." he said, noticing MJ wasn't paying attention to him but instead was looking across the street where May was climbing a ladder to help hang a banner between the buildings welcoming newcomers to the Kingdom. MJ felt her friend looking at her, glancing over she saw his arms crossed across his chest with a curious expression, "What's up?"

MJ had been keeping a eye on May just as she planned since arriving and thus far she hadn't seen anything concerning. "Nothing, just surprised that your not over there telling May to get someone else to do that." she joked.

Peter looked over at May and let out a sigh as he leaned against the table, "Oh I did, but May is possibly the most stubborn person in the world. If she wants to do something she'll do it…..it's how she got her and my uncle to skydive for their twentieth anniversary." he said, MJ's mouth dropped with a smile. Peter nodded with a chuckle, "Dead serious, my Aunt is a little crazy. You gotta ask her about the time-" he stopped abruptly when he noticed something past MJ.

Looking in the direction he did, he saw a group of four girls, she recognized Yang out of them but the others she had yet to meet. Looking back at Peter, she couldn't help but smile at the small goofy grin he had. "So are you just going to stand there and stare or are you going to introduce me?" she asked teasingly.

Peter snapped out of his small trance, "Right!" he said before leading her over to the team of four. As they approached the four girls who where looking out towards the docks, Peter spoke up, "Excuse did any of you drop twenty lien wrapped in a rubber band?" he asked, making the four turn to look at him, "Because I found the rubber band." he joked, causing MJ to shake her head behind him.

"Peter! What are you doing here?" Ruby greeted happily before noticing Mary Jane who was standing behind him, "Who's your friend?" she asked curiously.

Peter stepped to the side, giving Mary Jane a clear look at the team, "Girls this is Mary Jane Watson, my next door neighbor and good friend." he introduced. "MJ this-"

"Let me guess, Ruby-" she guessed, looking at the girl wearing a long red cloak. Ruby nodded with a bright smile, "-awesome cloak by the way." she added, making Ruby blush with embarrassment while she mumbled out a form of gratitude. She looked at the girl in white with her hair ted back in a slightly obtuse ponytail, "Weiss Schnee?" she asked, a little unsure, Weiss gave a curtsy, which she immediately tired her best to replicate with a pair of jeans, making the heiress smile at the attempt. "And you must be Blake, cool ribbons." the raven haired girl offered up a small smile. "Call me MJ, everyone does."

"So what are you doing here?" Yang asked curiously.

Peter pointed back to where May was helping set up decorations, "Aunt May and F.E.A.S.T. are helping set things up for the festival as a part of a way to get ore money for the shelters around the Kingdom." he explained, since they helped set up for the event the money would directly go to the foundation itself instead of to a company.

Ruby rubbed her head with confusion, "Feast?"

"The charity she works at. Stands for Food, Emergency, Aid, Shelter, and Training. It's a homeless shelter that helps people get back on their feet. They do the same for people new to the Kingdom." Peter explained proudly, looking back at his Aunt with a smile. He gestured a thumb to MJ, "Me and MJ wanted to help out."

Blake smiled softly, "That's really nice of you two."

"What about you guys?" Peter inquired.

Weiss folded her hands neatly in front of her, "I heard that students visiting from Vacuo were arriving by ship today. And as a representative of Beacon, I feel it is my solemn duty to welcome them to this fine Kingdom." she said, proudly holding her hand across her heart before making her way down the railing. Peter looked at Yang with a look that asked 'seriously?' but Yang only shrugged.

"She wants to spy on them so she'll have the upper hand in the tournament." Blake said, Weiss' passionate façade falling apart with the simple explanation.

"You can't prove that." she replied quickly.

MJ was skeptic, "But how much can you tell from just meeting them? It's not like they'll give you a move list." she asked.

Weiss nodded, "Very true, however I have a talent for reading people. Ruby has her speed obviously, Yang is our strongest, and Blake is perfect for misdirection." she said, complimenting her teammates. "Whereas Peter is-" she and MJ both noticed the pouty look he was giving her. MJ had to bite the inside of her cheek to keep herself from laughing, "-is…very smart."

"Great save Ice Queen." Peter sarcastically remarked, causing the other three members of the team to snicker amongst themselves. "And besides the best way to beat someone is to with improvising, trust me you can't always be prepared for everything." he said, his eyes widening as all the girls gave him a curious look. "I-I mean that's just what I think, 'cause you know, you don't know when your gonna get ambushed. Could be in the hallway….or the bathroom….or behind the school where the dumpers are…..quit looking at me." he said, suddenly feeling a little self-conscious of all the eyes on him.

MJ noticed the slightly amused look that Yang had, looking between her and Peter she walked over to Ruby, "So what is it like being a huntress? If you guys don't mind me asking?" she asked, leading Ruby, Weiss, and Blake's attention away from Peter and giving him some time with the blonde brawler.

Ruby gave a heartfelt smile, "It's awesome! For our initiation we got launched into the emerald forest and we fought off a Giant Nevermore! It was so cool! I got to decapitate it!" she said proudly, causing Mary Jane to simply blink at the cloaked girl as she tried to form a mental picture of what she described.

 _She's as badass as she is adorable._ MJ thought to herself, "That's…..nice…..we just take math tests." Ruby immediately defeated at the mention of tests.

"We have to have standard school classes as well. Science, math, history. They're all equally important though." Weiss explained. "Just last week we were learning about the war between Faunus and Humans." she provided.

MJ smiled, "We covered that a few weeks ago actually, Pete's a science nerd but he really hates history class."

"What about you?" Blake asked politely, causing the redhead's cheeks to flush a little.

"Well…I'm into acting. I joined the drama club and was a model back in Minstrel." she admitted with a tad bit of embarrassment. She was only able to tell both Peter and Harry about her former job because they were all so close, discussing it with three girls she didn't know that well was a little awkward.

Weiss' eyes lit up, "That's it! I knew I saw you somewhere. You were in the fall catalogue last year!." she exclaimed, Blake and Ruby were both surprised by the sudden outburst but Mary Jane beamed at the recognition. It was one of her favorite shoots, she got to show off a bunch of clothes that all had a warm color to them, there was a red dress she showed off that she really wished she could keep for herself as well. "I loved the bronze and red combination." Weiss admitted.

MJ's smile faltered slightly, it was a basically a red toga with a chain-like belt of broze hugging her waist with matching rings going up her arms. She also had to wear sandals that wrapped up around her feet to her knees, it was an amazing look but she hated that it was called 'the Nikos collection' and she had to wear it. But still she couldn't deny she pulled it off, "Yeah they never mention how long you need to stand around in different positions though just for one picture." she joked.

Weiss and her shared a small laugh while Ruby and Blake shared a astonished look between themselves, as MJ's laughter died down she heard another set of mirthful voices behind her. Glancing over her shoulder she saw Peter and Yang talking, with him saying something that got a laugh out of the blonde. "Does she know?" she asked.

Blake looked over at what MJ was looking at and smirked, "I'm not sure, Ruby?"

The team leader shook her head, "I don't think so but we don't have the heart to tell her." she said, Peter leaning against the railing with Yang as she spoke. "I bet Blake ten Lien that Peter tells her first." she said, causing her partner to look at her and the raven haired teammate in surprise.

"You two bet on-what?!" she asked.

MJ smiled at the both of them, "Oooh I want in on this, what are you betting Blake?"

"I'm thinking that this will keep up for a few more weeks." she said honestly, "Yang is by no means dumb but I think she can be little….oblivious." she said, choosing her words carefully.

Mary Jane nodded to herself, "Ok yeah I can see that…Weiss you want in on this?" she asked. The heiress gave her offended look, "Aw come on! It's just in good fun." the teen said harmlessly. Weiss's cold look had swiftly turned into one of calculation, Mary Jane decided that a little push was all that was needed to get her in, "I bet you guys twenty lien that Yang knows, but didn't want to hurt his feelings, but she's starting to warm up to the idea."

Weiss scoffed, "Ok then, since none of you will stand by her, I shall place ten Lien on Yang confronting him about it." she decided.

With the bets made, the four looked back to Yang and Peter…..only to see Yang walking back towards them alone. MJ's face became sharp, "Let me guess, he had to bail to go take pictures?" she guessed as Yang joined them.

The blonde brawler however took it in stride with a smirk, "Yeah but what's he gonna do?" she asked rhetorically, not at all effected by the fact that Peter had to leave once again. Mary Jane was taken aback by her casualness to Peter leaving, "So, what were you guys talking about?"

The four quickly came up with their own excuses.

"Guns."

"Books."

"Music."

"Porn." MJ immediately covered her mouth, of course the first word to come to her mind would be the worst thing to possibly say. _Did Peter's luck just rub off onto me?_ she thought to herself. Thankfully her comment seemed to be lost as the Team's attention was drawn down the street away from the docks where a Dust Shop had been robbed.

* * *

 _Never ceases to fail, I get some alone time with Yang and what happens? I get a news alert that a prison convoy got derailed and the inmates are escaping._ Peter thought as he swung through the Kingdom in his red and blue suit, the convoy was a few blocks away but Webswinging had him there in a matter of seconds but the stench of something burning was detected. Swinging over a rooftop he looked down at the street below and saw what he could only describe as a scene straight out of a disaster movie.

The transport APC was on it's side with a large hole in the back, men in orange jumpsuits were spread across the street, a gang of them were dragging the officers from the cab of the cruiser in front of the APC. Spider-Man leapt from his perch and swung down towards the group of criminals, "Oh! Cops and Convicts! Can I play too? You guys keep being the convicts, I'll be the guy who throws you back in jail. Sound good?" he asked as he swung into the crowd like a bowling ball.

The group of cons were knocked back off their feet as Peter reached his hand out and grabbed the cop off the ground as he swung over him. Carrying the officer up into the air, Spider-Man shot out a webline to a fire escape and pulled both himself and the officer onto the metal balcony above the street. The teen set the slightly the bruised and beaten officer down, "You ok?" he asked.

The officer nodded, "A little scuffed up but I'll live, Spidey you gotta stop them."

Peter looked down at the street, after taking out the group of men there were about a dozen convicts on the street, "No problem I'll have these guys webbed up and waiting in no time." he said, hopping onto the railing.

"No I mean the two who did this! That octopus guy and the guy with the wings. They sprung everyone else out." he said, causing the teen to freeze up and turn around to the police officer.

"Come again?"

He really hoped he misheard the officer, he really hoped he didn't hear that two of his supervillains escaped from prison. Those hopes however were dashed when his Spider Sense suddenly rang out like a alarm bell, metal clams closed around his chest and yanked him off the fire escape, and swung him into the wall of the building, the teen grabbed the pinchers and loosen their grip as Doc Ock lowered himself down the wall with his other arms, "Nnnngh! Hey Doc, long time no-" he started as he raised his hand to shoot webbing at Otto.

Another of the scientist's arms reacted quickly pinning the hand to the wall by the wrist as the teen continued to struggle against both arms, "I am in no mood for your idiotic witticisms Spider-Man. However, I'm sure these gentlemen are more than willing to hear you out." he said casually before throwing the teen down to the street, the vigilante skidding across the ground as the other escaped convicts took notice of him.

"It's Spider-Man! Get him!" one of them shouted.

The teen's lenses widened as he was swarmed by the dozen prisoners, the teen uppercutted one as another grabbed him by the waist and lifted up for two of the other convicts to rush him. Peter threw his weighte back and kicked both his feet out, kicking them across the street into the wall. Throwing a fist back over his shoulder he made the man holding him release his grip, turning on his heel he threw another punch into his gut.

"Guys one at a time, I promise I'll beat you all up if you all get in a orderly line!" he shouted as leapt towards four of the men and continued the fight. Meanwhile, Otto reached his arms across the street and pulled himself across. Leaving Spider-Man to have to clean up the mess he and Vulture had made.

Otto folded his arms behind his back as his tentacles carried him across the rooftops and along the walls of the buildings in front of him. He had accounted for Spider-Man trying to intervene again and planned accordingly, staying behind to throw him to the not so metaphorical wolves that were the other inmates. _Temporary at best but it should give me more than enough time to gain some distance. I just need to avoid the Authorities for a while until I can clear my name._ he thought to himself.

Norman was responsible for what happened to Otto, sticking him in a lab with unsafe conditions, arranging for a Grim to be transported through the Kingdom without proper security, and pinning the blame all on Octavius. Admittedly he lashed out irrationally, he went after Harry, someone who had nothing to do with what happened to him. He knew that the police saw him as nothing more than a maniac, he needed to reveal the type of monster Norman was.

* * *

Things had taken a…..strange turn of events with team RWBY. After investigating the dust store which had been almost Robbed by White Fang members, it sparked a debate between both Weiss and Blake…..debate over if the White Fang were considered a terrorist group. They were then distracted by a Faunus stowaway on a ship running from the cops and then proceeded to ditch MJ.

Mary Jane was now sitting down with Aunt May for a small break after explaining what had happened to the team, "I still can't believe they just ran off like that. I mean is stowing away even a crime?" she asked the older woman, taking a sip of the water May had packed away in a small lunch for her, MJ, and Peter.

May shrugged, "I think it's only a crime if they catch you while your on the ship." she said, not entirely certain as to what the punishment was if there was any at all. She took a bite out of her sandwich before speaking, "So, how's the job search going? Find anything to help pay the bills?" she asked jokingly.

The teen shook her head, "Nobody's gotten back to me yet but I was actually thinking this morning, back in Minstrel I did some shoots for an advertising firm. Maybe I could get in contact with my agent back there and see if they can ask around here for me." she explained.

May noticed that she wasn't entirely enthusiastic, "But?" she asked.

Mary Jane sighed, "He's close to my mom and dad." she answered curtly, distain not hidden within her voice. Pyrrha soon came to mind and the mixed feelings she wished stayed buried surfaced once again, "He's cool and probably won' tell them anything but…." she trailed off. She glanced up to see May giving her a look of pity, she immediately shook her head, "Forget about it, I'll just keep looking around for something."

"Mary Jane…has Peter ever told you about his uncle?" she asked suddenly, taking Mary Jane off guard, she was immediately back in the Parker basement with Peter after what seemed like the worst day of his life. It was clear that life hadn't been easy since Ben Parker died, seeing how it weighed on Peter made the knots in her stomach become even more tangled.

"Yeah….he told me he passed away….I'm sorry." she apologized, meaning to spread her condolences towards May.

May let out a small sigh, "Peter…..ever since that night he's been different….he probably doesn't think I notice but I do. I know he spends hours away from the house doing work and other things, he wakes up late at night and I hear him in his room sobbing." she said sadly. MJ suddenly felt even worse about snooping around Peter's belongings, the loss of his Uncle so soon hadn't even factored into her line of thought. Maybe inside the chest were some belongings to his Uncle that he kept for prosperity.

"I'm so sorry." she said again, "Not for….I mean….." May's mournful look was replaced with one of curiosity, "I was down in your guys' basement last weekend and while Peter was out I went to check on his project and saw this locked trunk and I tried to open it but I shouldn't have-" she rambled on before being interrupted by May's laugh.

"Oh my-sweetie you don't need to apologize for anything." she assured, alleviating the guilt she felt. "That old chest is just something Peter uses for storage, he has a bunch of old lab equipment he keeps locked in there. He just keeps locked shut because it's 'standard procedure'." she said with air quotes, making MJ hold back her laugh. May shook her head as she finished laughing, "No dear, I was just saying that…..Peter losing Ben….I sometimes think he takes it worse than I do…and before he died…..me and him had a fight." she revealed, making the redhead's eyes widen.

May's somber look returned, "I don't even remember what it was about, something ridiculous I think. But I went to bed early and he stayed up late to wait for Peter….I never told this to him….and I hope you won't as well." she confided, MJ found herself nodding. May let out a tired shaky breath, "I wish everyday that I could have said I was sorry to him…..I know he wouldn't care about it either way but…..he was my only family other than Peter and once he was gone…do you understand Mary Jane?" she asked.

The lump which had been lodged in the teen's throat was now gone, she wanted to assure her that she did understand but it was a difficult matter. Before she could answer, the ground shook with a loud crash echoing down the street from the wooden table a few feet away from them, standing up from the wreckage was the red and blue costumed vigilante and looked up at Doc Ock who dropped from the rooftop in front of him by his metal arms. "You are annoyance!"

"And you're a sad excuse for calamari!" the teen retorted before the doctor swiped his arm out, the teen jumped and grabbed the limb with his hands, throwing himself at Otto only to be struck upside the head with another of the arms and sent flying at MJ and May's table.

The vigilante shook his head as his lenses opened up and saw who was above him, _OH NO._ He thought with dread as he got up off the ground and faced Otto, _Get him out of here now you idiot!_ he thought as Otto's arms carried him towards the teen.

Before Otto could attack however, May stepped between them, "Leave." she said, her voice as cold and solid as iron. Both hero and villain were frozen by her word, one out of boldness and the other out of fear.

"Madam, I mean you no harm but you might wish to step aside." he said, raising one f his arms from the ground and clamping the pincer shut loudly.

MJ tentatively reached a hand out to pull May away from the clearly dangerous man, but Spider-Man beat her to it. "Ma'am I apricate the gesture but he has you outnumbered and out armed." he said before picking both her and MJ up by their waists with one arm each and scurrying down the street to an alleyway and setting them down. "Are you two ok?" he asked with concern, May letting out a shaky breath as her posture wavered.

"I-I'm fine I just….just-"

May was cut off as Doc Ocks arm burst through the wall beside them and pulled Spider-Man back through the hole, "Down the alley! Hurry!" he yelled out in warning as her turned to fight Otto. Shooting twin weblines to the ground, the arm slipped off him as Otto pounced.

Web zipping over to the side he jumped off the side of a parked car back at Otto whom raised his arms up and sent two of them flying at him. Peter flipped backwards in midair to dodge the arm aimed at his head, grabbing onto the underside of the tentacle and slinging his himself feet first into Otto, slamming them both through the wall of a building! _That was for threating my Aunt you sonofvabitch!_ Peter thought angrily as he leapt off Doctor Octopus onto a table, he had just trashed a small diner but thankfully it was closed for the day so there was no one inside.

Otto shook off the hit and all four of his arms grabbed onto a table and began throwing them at the teen, "Sorry Dock but I like the booth seats more! They're so compfy." he said as he leapt through the air and used a webline to swing around a pillar for cver, the pitcures littering the column falling off from the force of the impacts. Spider-Man peeked his head out and had it nearly taken off with a butcher's knife tossed at him. _Alright….I'll web up a table, use it for cover to get in close and then I'll clean his clock!_ he thought, before leaping out and casting a webline to a table and pulling it from the ground to him in midair.

Rising it up the vigilante charged at Otto who sent all four of his arms at the table, only for the team to leap over the arms with his fist coiled back, "Light's out Do-AACK!" he shouted in pain as his Spider Sense unleased a wave of alarm that traveled down every bone in his body. Otto took the opportunity to recall his arms and slam Spider-Man through the ceiling all the way to he roof.

"Lights out indeed." Otto said as he slammed Spider-Man back into the ground and threw him out the hole in the wall he had made. Peter tumbled across the ground outside as Otto climbed through the ceiling hole he made. Reaching the rooftop, he smiled as he heard the humm of a engine approach from the sky and a winged shadow pass overhead for his pickup.

Peter meanwhile grabbed his head in pain, _AAGHHH! What is it!? I wasn't in danger until you-_

"Help! Someone! Please help me!" Peter's blood went cold at the sound of Mary Jane's voice, the pain in his head became nothing more than a second thought as he sprinted to the alley where she and May were last seen.

Reaching the mouth of the alley, he stopped dead in his tracks at what he found, Mary Jane was cradling Aunt May. His Aunt was clutching her chest and her breathing could be heard from where he was, he ran over as fast as his legs would carry him, "What-what happened?!" he asked shakily, reaching out to help Mary Jane hold her up.

The redhead was out of sorts from the woman's sudden affliction, "I-I-I don't know she stopped walking a second ago and when I asked what was wrong she-she-"

"Ho-" the pair stopped and listened as May struggled to speak, "Hospital.."

"I can get her there faster than an ambulance!" Spider-Man declared as he picked up his Aunt his arms, "Y-your going to be just fine Ma'am." he said, it being more for his well being than her's .

The vigilante readied to jump when May spoke again, "M-my nephew! W-Where is he?" she asked shakily. Peter's stress was only worsened by the guilt he now felt.

"I'll find him after I get you to a hospital I swear." he promised before launching both himself and May into the air, throwing out a webline and swinging her towards the nearest hospital, leaving Mary Jane in the alley with a distraught expression and leaving Otto and Vulture to escape. _Damnit Parker move it!_ He thought as he swung through the Kingdom.

The closest Hospital was only a few minutes away. But with his Aunt in his arms it didn't feel fast enough.

* * *

 **AN: Ok I'm writing this in between classes so that should tell you guys how much time I've put into this. Unfortunately I haven't updated my Aquaman/Legend of Korra Story since then either….hey don't give me that look, Aquaman is honestly one of the best DC books out right now. Yeah I said it! Better than King on Batman and Bendis on Superman…..Snyder on Justice League is pretty good too though.**

 **Anyway we're in the home stretch true believers! This concludes the first story in a three part finale to this volume! Will Aunt May be ok? Will Spider-Man catch Doc Ock and Vulture? Who is the mysterious ally of Cinder? All these answers, and more! In the next chapter of Spider-Man!**


	14. Chapter 14 (Death Without Warning!)

**Death Without Warning**

 **AN: This is gonna be a long one folks.**

 **AnimeKing6: Indeed, shit has hit the fan.**

 **Dragon Naruto: We'll see if your right soon.**

 **DarkDevilKinght: Oh yeah there's a chance every Spidey baddie will eventually show up. I'm a little ashamed to admit but there are so many well known Bad guys to Spidey that I'm kind a struggling to find lesser known ones, I mean technically Punisher was a Spider-Man villain before he became a antihero. It's why I'm looking at the old school comics for baddies.**

 **Maelstrom Resurrected: I might put in gadgets but they'll have to come into the story naturally, I love the game but I find it hilarious that Peter made the Web Bomb (best gadget in the game lets be real) only after finding the old blueprints to it in the garbage on a USB. What'd he do make it from the garbage?**

 **I just find it funny, but the only problem I have with them is that these things cost money and Peter has a shoestring budget. Though admittedly it could lead to some classic Spidey problems, "Last time I beat Vulture I made a jamming device but I have to use the money to pay for the house." sorta thing.**

 **Shadyxlr: I just like Aquaman because the story is so compelling, It's got lore like game of thrones with two superheroes as protagonists. Plus, Mera is the closest to a comic book waterbender that I've ever seen.**

 **Treyalexander63917: That's personally how I like crossovers done, make the two worlds blend together instead of putting one into the other. I mean I like the other way just fine in some cases but this way seems more satisfying. The first time I saw something like this was from Turning Tides, a Naruto and Legend of Korra crossover.**

 **But I think people like it when I do crossovers like this because it seems seamless, like you said this could be a tie in story for the actual show. I like to explain like this. The best crossovers are when you fallow the show from A to B, but you ad in AB to add to the overall story.**

 **Prime's apprentice: Not the series finale the season finale. I plan on going into Volume 2 so don't worry. In fact I actually have plans up to the current Volume. However just because it has the same number of volumes do not expect Peter to fallow what RWBY does.**

 **JJsanoguel98: Martian is already in the story, he was introduced in….chapter 8 I think? Same chapter that Spidey has a rematch with Shocker.**

 **Omigodhero: Aw thank you, thanks very high praise :)**

 **Company Inc. : Actually, little fun fact, that's the title of issue number 31 of Amazing Spider-Man, in that May gets sick, Peter starts college at ESU, and meets Harry Osborn and Gwen Stacy for the first time but brushes them both off, The next issue is called Man on a Rampage when Spidey is looking for the cure, and 33 is when Spider-Man is trapped under the rubble and is titled the Final Chapter, it's called that because Stan and Steve didn't know if after this story that people would be interested in Spider-Man being out of high school.**

 **Yeah that's right everyone, Spider-Man, the first teenage superhero, was out of high school by his 25th issue or something. Of course they expanded that time with future comics, one of my personal favorites being Untold Tales of Spider-Man which takes place between the original 30 issues.**

 **Keys of Fate: Oh man get ready for suspense. As for RWBY, they'll eventually get more to do in this story but they're sperate from Peter's by now since most of the action happens at school in Volume 1. Volume 2 will be different.**

* * *

Stress was a part of life that everyone dealt with, it was an inevitability really, no matter who out were or where you care from it was something everyone eventually had to overcome and deal with. But Peter didn't feel that as he sat outside the emergency room where the doctors where treating his Aunt May. Instead all he felt was guilt, _How could I let this happen? What part of my 'genius' brain thought it was a good idea to chase Doc Ock in the direction that May was?_ he thought harshly, staring down at the stainless tile floor with his hands wrapped around his head.

He had changed as fast as he could out of his costume and into his normal clothes and rushed back to the hospital to learn they had already moved her to the Emergency Room. That was about three hours ago and Peter hadn't so much as moved an inch out of his seat, his mind racing as it went over what medical procedures they might be doing to his Aunt. And with each passing moment his fears, frustration, and nerves grew worse and worse to the point that he dreaded when the door would open and the news they would bring him.

May was his only family left…if she was gone then…..

"Peter!" the teen's head snapped up and towards the source of the voice to see Mary Jane rush over to him with Harry close behind her, her Aunt Anna behind them. Peter stood up from the chair for the first time since he got here, Mary Jane stopped before him as her hand reached out to his and squeezed, "How's May? Is she alright?" she asked with a concerned look. Peter looked awful, his eyes were red and on the verge of tears, his hair was messed up at every angle and his face contained a worried look to it.

"I-I don't know. She's been in the ER since I got here." he said as Harry approached him and clasped him on the shoulder. Peter glanced at the door before taking a seat, "I don't know what I'm gonna do…." he admitted to his friends.

Harry and MJ shared their worried looks with one another before Harry took a seat next to Peter, "Look Peter she'll be ok. Right MJ?" he asked, the two looking up at the redhead. She swallowed the lump formed in her throat but only managed to nod, Peter's head bowed once again while Harry gave her a critical look for her lack of assuring words.

"Peter, sweetie do you need something to eat?" the three looked over at Anna Watson as she approached the trio. Peter shook his head but at that moment his stomach made a sound that resembled a animal caught in a trap, "I grab you something in the cafeteria." Anna decided for him. Peter gave her a small but grateful smile, as she left to secure some food for him, Peter took a glance up at the clock on the wall across from him, it was almost five o'clock meaning that they were almost at four hours in.

He let out a shaky breath just as the door to the ER opened, Peter was standing at attention as the doctor walked out. He looked over at Peter with a blank expression, "Mister Parker?" he asked, Peter nodded, " have good news and bad news." he said plainly, causing Peter' stomach to drop, "The good news is that your Aunt is stable for the time being. She's resting now but you can see her if you want." he said, making Peter all but heave out a breath of relief, "However the bad news is that she's suffered from a heart attack, we'll have to perform an operation to ensure her safety." he explained.

It was like getting punched right in the gut for Peter, he felt a soft hand slip into his and squeeze it. He looked over at Mary Jane, she put on a reassuring face but she slightly faltered, showing her own worries as well. _No….no she is going to be fine, Aunt May is going to be fine and as soon as I take her home…and I'll beg her to forgive me for not paying enough attention to her._ he decided as he regained a little of his composure, "Alright….when will it happen?" he asked.

The man frowned slightly, "Not until tomorrow. And even then it'll take a few hours until we're finished but that's not what has me concerned." Peter swore that the doctor was the universe's way of just kicking him when he was down at this point. "We're currently out of her blood type, and more likely than not she'll need some after the surgery." he explained.

"I have the same blood type, I can give her some of mine." he said automatically, more than willing to give May his own blood. The doctor nodded as the doors opened again, May came out in a hospital gown on a portable bed, Peter help MJ's grip tighten on his hand while his own breathing momentarily stopped. As the doctor left to oversee May's transfer into a room, Peter exhaled a shaky breath as he sat back down, Harry and MJ helping him into his seat.

"Hey, hey, hey it's ok man. Look May will be alright." Harry reassured.

Mary Jane finally spoke, "He's right Peter, she'll pull through." she chimed in as well, still not letting go of his hand. Peter slipped out of her grasp and ran both of his hands over his face, taking a deep breath as he collected his thoughts. They were probably right, May might be fine but there was another problem that wasn't as immediate but just as big, how the hell was he going to pay for all of this?

"Guys even if I took every picture I had and sold it to Jonah I wouldn't have nearly enough to pay the medical bills when the start coming." he said, looking at both of his friends. He didn't know the exact amount of Lien needed for the operation but when he six his Uncle broke his arm and it took them a few years to pay off the bill. That was just for a cast and medicine, this was surgery….where the tiniest mistake could- _STOP._ he thought to himself.

"Hello, my dad is rich." Harry chimed in enthusatiscally, Peter gave him a firm look which made the smile that Harry had vanish, "You can't be serious." he said bluntly, "Peter this isn't some scroll I busted this is your Aunt May! If your seriously thinking of-"

"I'm not!" Peter snapped, making them both recoil before Peter took another calming breath, "I'm not saying no but…I'm not saying 'yes' either….I got to try before I ask for handouts." he explained, looking at Harry desperately. The Osborne Heir nodded in understanding, putting his hand onto Peter' shoulder and giving it a squeeze, Peter finally stood up from his seat and rubbed his eyes, the events of the day and the fight he had before coming here had caught up with him. "I'm going to stay here overnight…..you guys better head home. I got some calls I need to make." he said, making a mental list of the people he needed to inform of May's condition. He looked at both Mary Jane and Harry and quickly pulled them into a hug, "I….thank you….both of you for coming." he said with nothing but gratitude in his voice.

His friends both returned the embrace, pulling away Harry smiled at him, "You'd do the same for either of us Pete." he said, Mary Jane nodding quickly in agreement. "I'll come by tomorrow to check up on you before the game…I can sit it out if you need me though." he quickly added.

Peter shook his head, "You kidding? If May found out you stayed here over your first Griffball game? I'm not sure she'd forgive herself." he said, smiling briefly.

Harry mirrored it back to him before pulling him into one last hug before walking away, leaving Peter and MJ alone in the hall. Looking over at the redhead, MJ didn't meet his gaze with her own, "Are you ok?" he asked. The question took her off guard, "I mean you were there too and…..I'm sorry I wasn't….I should have been there and-"

Her hand covered his mouth, stopping his train of speech, "Peter, how the hell can you blame yourself for this!?" she asked a little loudly, she withdrew her hand and looked him dead in the eye, "Peter, this is not your fault ok? So just…..please…..please d-don't…" her voice shook but she quickly she stopped herself before it got too bad. "Peter all you need to do right now is just be there for May when she wakes up…..you need anything? You call me…..I'll drop by tomorrow and bring you some clean clothes." she suggested.

All he could manage to do was nod at her idea, "Good…..look I'm gonna find my Aunt and bring you some food ok?" she said, but it came out as more of a suggestion again. He nodded again, she took a few steps away before stopping in the hall and quickly turning around on her heel, stepping into Peter as her arms wrapped tightly around him. His arms quickly found their way around her and held onto her, "I…..I'm so sorry." she apologized, burying her chin into his shoulder.

Peter inhaled a shaky breath through his nose, he could smell the coconut shampoo MJ's hair had and he suddenly didn't feel as worried. He wished he could just stay like this for a few more minutes but she eventually pulled away, flashing him a small smile before going down the hall to find her Aunt, leaving Peter once again alone.

* * *

"It's an honor to meet you Doctor Octavius, I found you're theory on augmented limbs very inspiring." Phineas Mason admitted to the Doctor who shook his hand. Otto smiled at the man's admiration, he wrote that theory when he received his first doctorate at the end of College. He had to admit when Vulture had landed both of them at an warehouse he wasn't sure what to expect but the people present were definitely a surprise, one of the people present was Roman Torchwick, a well known criminal in Vale, then there was Mason, a technological engineer whom Adrian mentioned before. Then there was the amazingly beautiful woman in a red dress standing off to the side.

"Thank you Mister Mason, however I suspect you were not the one to orchestrate mine and Adrian's escape." he noted.

The man shook his head, "No that was all her idea." he said, gesturing to the woman in read as she sauntered over towards the doctor. The doctor merely smiled at her as his arms lifted himself off the ground towards her, the old Otto Octavius would have been more than a little nervous from the woman's beauty but now he held something the old Otto never did, confidence.

"A pleasure Miss?" he asked, offering his hand to shake her's in a gentleman's manner. The raven haired woman smirked at his greeting, raising her own hand in kind she shook his hand.

"Cinder Fall. Though I can't take all the credit." she said, withdrawing her hand from his and stepping aside as Roman's boss stepped forward. Otto looked over the man, sizing him up as Cinder stepped off to the side.

"Greetings Doctor, I've been fallowing your work for some time." he greeted, holding his hands behind his back. "Both you and Mr. Tombs have a commonality, a certain costumed child to be precise." he said, causing the Doctor to frown, "You see, my liberating you was not an act of charity. However I'm sure you'll find my request not too outlandish." he said, gesturing to Roman, "My employee, Mr. Torchwick, requires some extra help with a activity. I was hoping the good Doctor would be willing to help, in exchange I'll be willing to help you out of your current predicament." the boss said.

Otto contemplated the offer momentarily, this man wouldn't take no for an answer of course but was he willing to work with criminals if it meant taking Norman down? The answer was actually quite obvious, "I'm listening."

* * *

Peter couldn't sleep. The worries he had kept him awake through the entire night as he imagined ways the upcoming surgery would turn out. He tried to keep his mind occupied by reciting the periodic table, which is what usually worked in getting to sleep, but failed to draw his mind off his sleeping aunt in the same room. When morning came he decided that it was best to get some fuel in the tank and grabbed some coffee from a local vendor outside the hospital.

Taking a drink from his cup, he slowly felt it's effects take ahold and his brain began waking back up. _If not for my endurance I probably be drop dead tired now._ he thought to himself as the elevator carried him up to the floor where May was being kept. Walking down the hall to her room number, he opened the door as he took another sip. "Good morning Peter." the teen spewed the drink out though his nose at the sound of May's voice.

The teen covered his now burning nose, "Nghhhha nnnnonofa-!" he cursed as he looked up at his Aunt who was trying her best not to laugh. Peter set his cup down and rushed to her side, "Aunt May!" he all but cried up as he gave her the biggest hug he had ever given her. Pulling away he beamed at her, "You-you ever, ever, EVER, have a heart attack again and….and…." he trailed off, nearly sobbing at the sight of her awake.

Her hand weakly reached up and cupped his cheek, smiling at him lovingly she craned her head forward and pressed her forehead against his, "Shhhhh, shhhhh, it's ok sweetheart…..I'm ok now." she assured. The teen swallowed the lump that had been slowly forming in his throat, "The Doctor explained everything to me, I'm going to be fine Peter." she assured with a confident smile, "Provided your not stingy with your blood that is." she joked.

Peter choked out a mixture of a sob and laugh, "Don't worry I'll give as much as you need." he assured. May chuckled warmly at her nephew, "Do you need anything?" he asked as he pulled away from her embrace.

"All I need is for go home and relax, you look like you've been up all night and I don't want you to just hover over me until my operation." she said, Peter opened his mouth to protest but it immediately died in his throat when he saw the look May was giving him. He struggled to form a proper response but in the end she won out and he nodded in understanding. May reached her hand out and clasped his, "I'll be fine….I promise." she assured with a smile.

The teen put on a brave face but the fact was she didn't know that, and Peter knew it too. Before Peter could say goodbye there was a knock at the door before it opened, Mary Jane peeking her head inside the room saw May awake and smiled, "May!" she greeted with relief as she entered the room and embraced the Aunt, pulling away she glaced over at Peter briefly and remembered why she came here, "Oh! Right, here are some clean clothes." she said, handing him the paper bag she had brought him. As Peter took the clothes she couldn't help but smirk, Peter noticed and looked at her questionably, "Didn't think you were a boxer guy."

The teen blushed as he yanked the bag from her hand, MJ and May both snickering to themselves as Peter entered the bathroom to change, muttering something about chaffing before the door shut. Mary Jane looked back at the older Parker as her snickering died down, "Are you….feeling any better?" she asked, knowing that it was a fairly ridiculous question to ask someone who just had a heart attack.

May however smiled at her, "I feel ok, a little tired and sore but nothing too bad." she said, she took notice of how the girl's shoulders seemed tense when she looked at her. "Mary Jane, I hate to be nosey but…..but are you and Peter….." she trailed off, with how tense she seemed alone with her both today and the day before, and with how she and Peter had gotten along with each other it wasn't much of a leap to think-

MJ however was clearly thrown off by the question, "What!?" she asked with a laugh, she liked Peter just fine but she wasn't interested. "I mean don't get me wrong, Peter's a sweet guy and everything but….he's kind of already pining for someone." she said knowingly, the goofy look Peter had whenever he talked about Yang was more than proof that he was head over heels for the blonde. And she was proud to think that she had a bit of a role in how Peter's wooing of her was beginning to bear fruit.

May smiled at the redhead, "True, if the way he spends fifteen minutes talking about her every day after they talk is any indication." she joked, making herself chuckle before letting out a cough. Immediately the fun had been sucked from the room and MJ was by her side with the glass of water beside her table in hand. May took the glass and drank it, "Thank you dear." she said gratefully before the bathroom door opened and Peter stepped out in new clothes, "Now get him home. That's an order so if he tries to make up an excuse just call me." she said, MJ giving a small smile and nodding.

Saying goodbye to May, Peter and MJ rode down the elevator to the ground floor in absolute silence. When they finally stepped outside the hospital doors, Peter released a long, tired sigh, Mary Jane looked at her friend with concern, her lips frowning as she reached her hand out to his shoulder. "How are you doing?" she asked.

The brown haired teen rubbed his tired eyes, "Well I've been up all night, my Aunt has a operation tonight and she could…not to mention I have no idea how the hell I'm going to pay for all this." he said unhappily. Things hadn't been good since his Uncle Ben had died but this was possibly the worst that they've ever been, he needed a way to turn things around and fast. He didn't care who's boot he would need to lick but he needed the money. And as much as he apricated Harry's offer…..he just couldn't take his friend's money.

He felt MJ's hand on his arm, "I'll help however I can." she assured, Peter only looked over and gave her a grateful smile. She tilted her head towards the parking lot, "Come on, I gotta get you home. I parked May's car over this way." she said, leading Peter away from the hospital. Peter had given MJ the keys to May's car the night prior and asked if she could take it home before someone stole it, she was more than happy to help.

* * *

Pulling into the Parker driveway, the two teens exited the car as Peter read a message from Harry, he had visited May shortly after they left and was assuring Peter that she would be fine and everything would be ok. Of course it was easy to believe that for others but in Peter's case things had been on a downhill slope all day, so he wasn't the most optimistic at the moment. Enter his house, Mary Jane shut the door behind him, "Do you need me to do anything else?" she offered.

Peter looked back at her, MJ had been offering her help in any way she could to Peter and he was honestly a little thrown off by it. He was used to doing everything himself that having someone offer was almost strange, "Can you think of a million lien idea to help pay the medical bill? I've been doing that since we left the hospital." he jested. Mary Jane didn't so much as crack a smile, instead she frowned with her head tilted forward, that was the other thing he was thrown off by, MJ had been acting differently since May was hurt was her overall mood.

She always had a brightness to her, Peter knew that when she was around he would eventually smile with her but now she just seemed….depressed. _She was in danger too, god I've been so worried about May I haven't even heard her out._ he realized, "You uhh…..you never answered my question last night…how are you doing?" he asked once more.

MJ was taken aback by the question, "I'm…." the redhead began to slightly shake in place, "….not ok….I…I was talking with May before that guy showed up and….we were talking about your Uncle and I knew she wasn't feeling well but I didn't say anything and…..and…" she felt her eyes tear up as Peter stepped forward and took her by the hand.

'Woah, woah, woah slow down." he said calmly, leading her into the living room as MJ wiped the water from her eyes. He led her to the couch and took a seat facing her, "Alright now tell me what happened." he said evenly as MJ took a deep breath. She proceeded to tell him everything, her coming home the night before last and overhearing her Aunt and May, her decision to see if her own Aunt was right to be worried or not. When she finished her sory, she waited Peter's response, she expected him to yell and scream at her, blame her for May being put into such a state that she even got a heart attack in the first place.

But instead of that, any of that, he just frowned at her, "Mary Jane this isn't your fault," he responded quickly, he looked down at her hand that he held. "Look I…..know what it's like to feel guilty about something, but what happened to May isn't on you. And that's coming from me." he said, looking back up at MJ to see a small smile grace her lips. "So please, don't blame yourself." he said, _Says me, the number one expert on guilt in all forms._

The redhead wiped the tears from her eyes, "Thanks Peter…I just needed to get that off my chest…..I still feel bad though….but not in the same way…if that makes sense." she said, trying to explain how even though he load on her heart had been lightened there was still some there.

Peter nodded, "Yeah that sounds about right." he said knowingly, slipping his hand out of Mary Jane's.

The redhead slouched her seat, speaking about what May and her were talking about brought her back to how she was feeling back then. Knots on the inside about her cousin. _It's not like what May felt with Ben before he died…..Gale I can forgive, she shielded me from dad for the most part but Mom…..she didn't do anything…and nither did Pyrrha._ she thought to herself, letting out a shaky breath before her eyes darted over at Peter who was also slouching, he had a serious look on his face like he did when he was studying or doing work. It was his thinking face as MJ and Harry referred to it.

 _His Aunt is in the hospital, possibly on her Deathbed and he sits there and listens to what's wrong with me?_ She thought, her bemused smile brought on by the thought itself. _Yeah….I can see a girl falling for a guy like that. Two feet on the ground to help hold you steady._ she thought with amusement.

"THAT'S IT!" Peter suddenly shouted, nearly causing MJ to fall out of her seat, she glared at him. He grimaced at her reaction to his sudden outburst, "Sorry, didn't mean to shout but I figured out something for my money troubles." he said proudly as he walked off towards the kitchen, MJ scrambled after him and fallowed him down into the cellar, "I got a bunch of old science equipment that's in great condition. And there's this Pawn Shop at twelve and Lexington that would totally take it off my hands." he said, entering the small storage room at the base of the steps while MJ fallowed inside.

There were boxes stacked all over the room, in the corner she saw the heater to the house and the boiler in the other corner. Peter pushed a few boxes aside and found two big one marked 'Peter-Science' on the fronts of them. As MJ was about to lean down and pick one of them up, Peter effortlessly picked both of them up off the ground, taking MJ by surprise. "Dude…" she said in slight awe.

As he turned around to her he realized what he had done, "Oh they're not that heavy." he said partially true, back before the spider bite he had trouble lifting the boxes while Ben and May had none whatsoever. "Could you maybe take one of these out to the car?" he asked, holding out one for MJ. She nodded and headed back up the stairs through the house as Peter set the one he was carrying down on the desk against the wall.

Making sure that MJ was out of earshot, he retrieved a key from his pocket and unlocked the chest where his Spider-Man gear was hidden. Opening up the lid, he saw his spare costume inside and pushed it aside, grabbing a few spare beakers and vials he had for creating his web fluid in case any of his equipment broke. Setting them into the cardboard one he set aside and shut the lid with his spider supplies hidden away safely inside, he suddenly felt his scroll vibrate in his pocket. Pulling it out, he saw that it was a news alart, _'Escaped Convict Adrian Toombs sighted in Downtown Vale!'_

 _Vulture! He was on the same transport as Otto and he helped him escape._ he thought as his eyes narrowed at the screen. He told MJ that she wasn't responsible for what happened to his Aunt, but Otto was a different matter entirely. _I'm going to make him wish he stayed locked up for the rest of his life when I'm through with him!_ Peter thought angerly, his hand that was holding the chest's lock squeezed closed, crushing the small mechanism in his hand.

He wasn't at a hundred percent, he may have had a endurance boost from his abilities but he still felt a little heavy from his lack of sleep. But his anger gave him more than enough fuel to make up the difference, shutting the lid to the chest he packed the equipment he gathered into the box and carried it up the stairs and out the front door just as MJ was about to enter, "That the last of it?" she asked, Peter carrying it to the trunk of the car and closing it shut.

"Yeah….um, look. I might be able to snag some pictures that will give me some more money but I got to head downtown." he lied.

The redhead looked at him firmly, "Last time I checked you where supposed to be resting up. You know, the no sleep and all?" she reminded him, Peter didn't shrink or back down however. He stared right back at MJ, the redhead finally let out a sigh, "Fine, but id your Aunt gets mad? It's all on you." she said, Peter nodding in acceptance.

* * *

Spider-Man laid perched on the side of a skyscraper on the line of concrete between two huge panels of windows. The lenses of his mask scanned the late afternoon skyline for Vulture's Silhouette, he had been swinging around downtown for about a half hour now in an attempt to bait Vulture into attacking him but so far it had been fruitless. "Ok seriously the one time I want to be attacked by one of my bad guys and they're a no-show? Typical." he said to himself, shooting a webline up to the rooftop and pulling himself up, side flipping over onto the surface just as his scroll chimed in his pocket. Pulling it out he answered, "Hello?"

 _'Hey Peter, it's me.'_

Robbie, Peter hadn't heard his voice since he walked out of the Bugle, well Jonah, last week, "Hey Robbie, not gonna lie I'm surprised it's you calling me." he admitted, he honestly expected it to be May checking in on him to see if he was resting up.

 _'I just wanted to call and tell you I heard about your Aunt, I'm really sorry Peter.'_ The editor said sincerely.

"Thanks Robbie, I appreciate it. And I know she does too, she has to go into surgery and she's optimistic but….." he trailed off.

 _'I know…look Peter, I've been talking to Jonah about the job offer. And at first he was…'_

"Jonah?"

 _'Precisely. But with you selling your pictures to the globe, I managed to convince him you selling exclusively to us would be better in the long haul. I can still give you more real assignments but you would still need to get us pics of your wall crawling friend. It's your call Peter.'_ he offered.

The teen had to take a minute to process what he had heard, more importantly that his gamble had actually payed off. "Robbie I could kiss you right now! I'll totally take it, in fact I bet I could grab some pics by tomorrow for you." he said enthusiastically. With the bills on the horizon a real job and paycheck was just what he needed.

 _'That's great Peter. I'll have Jonah send you the contract through the mail. I need to go, but I'm glad to have you back.'_ the editor said, Peter all but seeing the smile he had.

The teen pocketed his scroll and leapt off the rooftop with a yelp of excitement, "YES!" he cheered out loud. Finally something actually was going his way. Of couse at that precise moment his Spider-Sense rang off in his head, look over he saw none other than the Vulture diving towards him, he quickly spun a web out back towards the building and pulled himself up out of Vulture's attack, spinning in the air as the flying villain passed beneath him, "Excuse me do you have a license for that?"

Spider-Man sbot out a webline that hit the back of the old man's wings and was suddenly pulled through the air as Vulture flew down towards the street, "Didn't think they had a Senior Home in prison!" he shouted out over the wind.

Vulture banked around a building corner, "Don't you ever shut up?!" he yelled back and Peter climbed up the webline hand over hand.

 _Thank goodness I wear a mask otherwise I might need to add 'eats flies' to my spider power list._ the teen thought, the speed of which Vulture flew was incredibly fast, whipping around street corners on a dime and slamming Spider-Man against sides of buildings and skidding against the walls, _Owowowowowowow!_ the teen thought as he skidded against the brick walls, looking down the wall at the direction he was going he saw a small circular sign for a coffee shop.

Peter burst through the circular neon sign and tumbled across the ground yet he still hung onto the webline as he was lifted back up into the air, sporting a few more scuffs on his suit, "You know, I'm starting to think you don't like me….so if you tell me where Ock is, I'll make this quick so you can get back to bingo night." he said as he climbed up the webline. and finally got onto Vulture's back. The villain suddenly dove forward, almost throwing Spider-Man off balance.

"Alright then." the teen said simply before slamming his fist into the back of Vulture's head, throwing them off course as they rolled through the air, Spider-Man not letting up his assault as he kept punching, "Where-" WHAM! "-is-" WHAM! "Ock!?" WHAM!

Before the man could answer, they both crashed through the rooftop of a warehouse, Adrian flipping forward in midair and crashing Spider-Man into the ground as his wingsuit balanced himself out and shot himself back up through the hole they made as Spider-Man stood from the small crater he had made into the ground, before he could leap through the hole in ceiling a voice was heard, "I was wondering what was keeping Adrian."

Spider-Man turned to the source of the voice with his hands balled into fists, he knew it wasn't Otto but whoever he was he was involved with Vulture and Ock so it was safe to be ready for a fight. However has the man stepped forward, Peter gulped at the man before him. He was massive, Peter had faced some big guys before but this man, whomever he was, made Kong look like a kindergartener. In fact he almost had a resemblance to Kong with his massive frame, bald head, and rounded face. The only thing that threw off the comparison were the lack of horns on his head and the expensive clothes he wore. Wearing a white suit jacket and black pants with a matching undershirt "So. You're the 'Spider-Man' that I've been hearing so much about." he said, looking over the teen.

"What were you expecting someone your size? Because if so I think you would have heard me coming from six blocks away if I so much as took as step." the teen automatically retorted. The bald man dismissed the comment, unimpressed with the teen's banter, "Tell you what if you give up now then I bet the cops can find a cell that can hold you when your both lying down and sitting up." he offered.

The man looked at the teen with bemusement, "Alright then. Why?"

Peter was confused by the question, "Be pardon?"

"Why would the police arrest me? I'm simply inspecting one of my properties that I own, and you and your flying companion came crashing in through the ceiling. What possible reason would they convict me?" he asked amusingly, watching as the teen was taken off by the question. "Or would you leave that to your compatriot? William Lamont?" he asked, the teen's blood ran cold as the man in change retrieved his scroll from his pocket, "Because if that's the case then I'm afraid you'll be sorely disappointed."

He tapped his scroll and projected a screen into the space between them, the lenses on the vigilante's mask widened at what he saw. The screen was playing a video of Lamont, his face swollen and beaten whilst tied to a wooden chair, the teen could only watch as a large set of hands reached out from the darkness behind him, "He insisted that he didn't know he you were…..I believed him, but that only made it more frustrating." the man said as the large hands, bigger than Lamon's head, closed in around his skull and began applying pressure.

The sound of cracking chilled Peter to the bone, Lamont struggled against his bonds in the video, his feet kicking out against the ground. Slowly the man's struggle died down, his fighting for his life becoming nothing more than muscular twitches before stopping with a loud CRUNCH. The vigilante's blood ran cold as the video ended, Lamont was….dead…..and this man, no this monster in front of him was the one who did it!

The coldness in his veins were set ablaze with the revelation, he charged at the man, closing the distance between them in a second as he drew his fist back. Peter always made a point to pull his attacks back as not to kill anyone he was fighting but in his rage he didn't hold back as his fist slammed into the man's impressive guy, making him stumble back a step.

The man's massive fist crashed into the side of the teen's head, it felt like having a bowling ball thrown at his head. The fat man shot his palm out into the vigilante's chest, knocking the wind out of his lungs whiles he was hit into the air. When he hit the ground, the man's foot was planted onto Spider-Man's chest, "Calm down. And listen." he said, slightly perturbed that this pest had such strength to him. Spider-Man refused, his fist collided with the side of the man's knee, he stumbled and lowered his head far enough for Peter to land a left hook.

Reaching his arms up he stuck the to the floor and flung himself back with a flip, the man bushed his thumb where the teen had hit him, Spider-Man cut his lip. "I'm going to find the deepest, darkest pit and lock you in there myself if I have to." the vigilante growled out. The man reached into his coat pocket and pulled out a purple handkerchief, wiping the blood from his mouth he glared at the teen.

"I'm willing to forgive that little temper tantrum. In fact I'm willing to forgive you for interfering with Torchwick's many operations." he said, making the hero's lenses widen. This was him, he was the one responsible for everything that's been happening, Shocker's upgrade, Roman's robberies, Otto and Vulture's escape probably, possibly even the White Fang now robbing Dust Stores. It was him, "In exchange, I'll offer you a deal." he said, walking over to the left, never turning his back to the vigilante.

"What on Remnant makes you think I would ever take something you have to offer?" he asked, only not attacking so he could give his knuckles time to stop feeling numb. It was like punching a sandbag with no gloves. He wanted nothing more to keep wailing into the guy but despite how big he was it felt like it was all muscle, and his weight on him made his chest feel on fire, he just needed time to come up with a way to beat this guy.

The man walked over to a stack of crates where a briefcase sat atop of, "I'm not unreasonable, I see that your attempts on my operations are a misguided attempt to do what you believe is right. But honestly, it's just futile." he said, walking back over towards the tee with the case in hand. "Tell me, how do you think I found out about Lamont?" he asked, Spider-Man narrowed his eyes at the man, not answering him. "The police, the judges, even a few of the councilmen. They all report to me, do what I tell them, and they get rewarded for their trouble." he said, opening the briefcase.

Peter's jaw nearly dropped, inside the case was stacks upon stacks of Lien, the top layer showing all 100 unit credits. It was more money than he had ever seen in his entire life, he could pay for May to be moved to the best hospital in the Kingdoms, get a new house, a second car, and materials for the next three years of science projects instead of having to dive in dumpsters. "You can still preform your acts of heroism, save the day so to speak, but when I tell you otherwise. Either that, or the men and women you've faced, Sandman, Adiran, Otto, Shocker, they'll be mere prelude to what you face."

It suddenly clicked for Spider-Man, "So if I don't do as you say-"

"Then more will come, and I imagine they won't share your concern for the public." he threatened. The teen gulped, Shocker and Sandman were bad enough but even more? Could he even handle more dangerous, more competent bad guys? Or worse yet would he be able to stop them from hurting other people? _This isn't a threat…..it's a ultimadum…..join me or pay the price, do what he says or innocent people die._

"All I ask is that when I say, you look the other way." the man stated simply.

Peter looked down at the lien, the cash he really needed at the moment, he could save May's life with that money. And forget the monetary problems he has, he could pay off the mortgage on the house and the utilities for the next year. _And even then,_ Spider-Man looked back up at the bald man, a confident look on his face. _He's right, there's nothing I could do to this guy! Even if I somehow manage to beat this guy then what happens, he'll go to the police, say "Spider-Man assaulted me" and walk out scott free!_ he thought.

It was…..it was useless! Despite whatever he did it wouldn't matter in the end, if he kept fighting more bad guys would show up and who knows if he could stop them. And May…..the money made from selling everything he could might buy him a month without having to pay the hospital but even with a job under Jonah….there wasn't a guarantee that he could keep it up.

But what stopped the young hero was what the man said, looking the other way…the last time he did that he lost someone. He lost Ben Parker because he didn't use his powers to help someone in need…..how many people would suffer because he wasn't there because someone like Fisk told him? How many kids would loose their parents…their uncles?

"….I can never look the other way again." he growled out, wiping the smirk off the man's face before spraying a webline at the briefcase and yanking it away. Spining it around he flung it back at the man, the Lien flying across the room as he knocked the case aside, the teen pouced again but the man sideswiped him. Batting him across the room into one of the steel support beams.

"You stupid little fool!" The man bellowed, gritting his teeth before adjusting his suit slightly, "No matter, Roman's current operation is already in motion." he said as the teen got up.

"Well then in that case this has been a lovely chat, I didn't get your name but I'll be sure to figure it out so they can stich it onto the jumpsuit for you." the teen joked as he jumped up into the air, using his webs to pull himself through the hole in the ceiling. As he left, Kingpin smiled to himself, hook, line, and sinker.

* * *

Mary Jane recounted the amount she got from the pawnshop owner, one thousand lien for a bunch of science equipment? It seemed like a lot but if she was being hoenst it might pay off a fraction of what they charge for May's surgery. Walking out of the Pawn Shop, she walked down the street towards where she parked the Parker's car. _Man it's gonna suck having to walk everywhere again after this._ she thought to herself. Her Aunt only had one car and she used it for work, so that left her without a car but thankfully there was half a dozen ways to get where someone wanted in Vale.

"MJ!" the redhead looked up down the street and saw both Yang and Weiss approach her at a brisk pace. "This might sound weird but you wouldn't have happened to have seen Blake around have you?" The blonde asked, confusing the girl even more.

"No….why?" she asked.

Weiss folded her arms, "No reason." she replied, Yang sent a glare at the heiress before addressing Mary Jane.

"She left the dorms last night and never came back, we've been looking for her all day but we haven't seen her." she explained, a twinge of worry in her voice.

The redhead couldn't help but think, _Of course, as if it didn't pile on enough already._ "Any idea why she left?" she asked. Weiss's face scrunched up while Yang rubbed the back of her head bashfully, "Ok seriously guys I would love to help you out but if you aren't going to tell me why-"

"Blake's a Faunus." Yang blurted out, Weiss giving her a look, "And….possibly….maybe…..a former….member of the White Fang….." she said, her voice trailing off while MJ's eyes widened.

"That's…..a lot to take in." she pharsed carefully, remembering the heated debate that both Weiss and Blake had yesterday. It felt like a week ago if she was being honest, "That kind of explains why she quiet, didn't talk about herself that much…wait what the heck is her trait then?" she asked, genuinely curious.

"You're missing the point!" Weiss nearly shouted, making both MJ and Yang jump at her abrupt tone, "She used to be part of terrorist group!"

Yang gave her a sharp look but she didn't back down, glaring at her teammate until MJ spoke up, "Yeah so?" she asked, making both of them look at Mary Jane as she placed a hand on her hip. "Look Weiss, I don't know what exactly is going on but….you've known Blake for how long? A few weeks? And she hasn't done anything….threatening to you right? She hasn't tried to get you hurt or something?" she asked, the heiress slowly shook her head. "Then who cares!? Look if she's at your school then she must not be a bad person right? If you were in her shoes and you where in her's, would you tell her you were a faunus?" she asked a little harshly, causing Weiss to take a step back.

Realizing that her tone had shifted she immediately felt bad, "I'm sorry, that was…..that wasn't my place to say I'm just….." she stopped when she realized that they hadn't even asked about May. "Wait….have you guys not heard?" now they looked at her with confusion. "May, Peter's Aunt, had a heart attack." she said, explaining it for Weiss and making Yang's eyes widen in horror, "She's ok! For now, she's got to have surgery tonight though, Peter's…..handling it." she said, trying her best to come up with a good way to describe the situation.

Yang felt dread arise from her stomach, losing his Uncle and now possibly his Aunt? "Where is he?" she asked, she knew that searching for Blake was important but she needed to at least talk to Peter and see how he was doing.

MJ shook her head, "I don't know, he sent me here to this Pawn Shop to sell some of his stuff so he can pay for the hospital bills and that." she explained, pointing over her shoulder with her thumb to the Pawn Shop. Looking at her wristwatch she saw what time it was, "Crap, look I'm going to head back to Peter's house and go over to see if he's there before I head to the hospital…..if I see him I'll tell him I ran into you." she said, trying to elevate the worry Yang held on her expression.

Yang looked over at Weiss, she was saddened by the news but she didn't entirely trust her to look for Blake since she was partially to blame for the shouting match and Blake's running away. But Blake was her partner, and as much as she wanted to check on Peter she couldn't just hang Blake out to dry. "He'll understand." MJ suddenly said, the redhead giving her a smile, "You know him, mister 'everyone else before me'."

The blonde smirked, "Yeah….thank you MJ….give me a call when you see him?" she asked. The redhead nodded as she walked over to the Parker's car and stated up, she gave both Yang and Weiss a wave goodbye before driving down the road back towards Patch. As Mary Jane drove off, Yang felt a pit form in the bottom of her stomach.

* * *

May took a deep, calming breath, "It's ok to be nervous." she looked over in the seat next to her here Taiyang sat. He had arrived shortly after Peter and Mary Jane left, spending the entire day with her while she prepared for surgery, his reassuring smile never once faltering, "I mean we both know you'll be ok but still, I was nervous when Yang was getting her braces out…..after what happened when she got her first haircut who wouldn't?" he asked.

May chuckled, "Did the fire department have to come to your house?" she asked.

Tai chuckled, "No, Summer came screaming out of the house yelling 'It's fire! She's on fire! Girls should not be on fire!' and grabbed the garden hose and ran back inside." he told with a laugh in his voice. May released a laugh which quickly devolved into a choking, the huntsman reached over and placed his hand on her shoulder to steady her until it died down. The blodne frowned, "Look, they can reschedule. Until they geet your blood type in stock." he suggested.

May shook her head, "No, no Peter said he would give his…..he shouldn't have to though…first Ben and now this…..I don't know how much more he can take." she said tiredly. It was clear to her that her condition had been putting her nephew through the ringer. Tai's hand found her's and gave it a squeeze, she looked over and smiled, "Peter will always do the right thing Tai….trust me on that." she said confidently.

* * *

Ozpin took a sip of his coffee from behind his desk, it was the last provisionary weekend of the school term and most of the students were in Vale. For the first few weeks the students body of Beacon was only allowed into the city after a few weeks of class and with weekends being the only time they were allowed time away. Mainly it was to allow them to familiarize themselves with the Kingdom for those not originally from it before giving them free reign.

Student Passes were being made for the automated ships to take them to and from the Kingdom, but that was after each professor reviewed the students academics up to this point. If they were unfit then they would have to wait a few more weeks to try again. As Ozpin looked over the reports for team JNPR, he felt a familiar presence. "It is nearly time Ozpin." a femine voice said. Closing the screen he looked over his desk to see his visitor.

She was a elderly woman, her shorter grey hair was still darker than his own stark white, and her red lensed classes were the exact opposite of his green ones. She sat in a specially designed chair that was lifted up from the ground using eight mechanical legs that were virtually silent. She wore a dark red shirt with a large white oval in the middle and eight limbs spreading out from it and another oval trailing down her shirt to the length of fabric that hung off the chair. "Time for what exactly?" he asked curiously.

The woman smiled as the room around them darkened, the walls became nothing more than darkness and the floor having only moving thin lines running across it as though a projector was above them. Behind the woman a large web formed, with the center mass extended out as though it were a screen, "You've seen him, met him even, but now you must understand him."

Ozpin folded his arms together in interest, "What lies before him is his first trail, one that will shape his life forever, the choice laid before him shall forever define him and teach him the most important lesson he's had to learn yet." she explained, catching Ozpin's interest.

"What kind of choice to you mean Web?" he asked.

"One that will break him. Only to make him stronger than before."

* * *

 **AN: Oh Gooooooooood that was long. Like I'm not even serious I actually had to cut this one down since it was over 12000 words. Luckily that means I have a head start on the next, and final chapter for volume 1….until I make another chapter to announce volume 2.**

 **Now something I want to explain is something that no one else has seemed to notice.**

 **In the show, Ruby says that the incident with Roman took place MONTHS ago. However this story has stated that this happened only a few weeks ago to maybe a month. The reason behind this is, to me at least, it didn't feel as though that large amount of time had passed between chapter 1 of volume one and chapter 15. I mean the first seven episodes or so took place in the span of a few days!**

 **I think this is mainly said to be months so that the time between the start of the semester and the end where volume 3 takes place lines up better.**

 **Just wanted to address that, also I might make a little Halloween oneshot for this story but it's just an idea now so don't hold your breath.**


	15. Chapter 15 (If This Be My Destiny)

**If This Be My Destiny**

 **Wow a lot of reviews.**

 **awesomerebel55: Whose to say he doesn't know her plan hmmmmmm? (Puts on monocle and twirls mustache)**

 **Ricc850: Correction, I took plot points from several Spider-Man comic books. **

**The SpOoKiEst: I've actually based this version of Spidey after how Steve Dikko and Stan the Man wrote him. He does kind of switch between those, when he's not Spider-Man he's plain Peter Parker, teenager just trying to have fun while being a dork, but when the mask comes on he's Spider-Man, confident, brave, and heroic.**

 **They make a point to have Peter and Spider-Man behave differently from each other, I see it as since Spidey is wearing a mask he can be what he wants to be as Peter Parker. I mean if you wore a mask wouldn't your filter take a small break?**

 **MrDude: That's the kind of storytelling I love, it may not have a giant battle across the city but that doesn't mean it won't have huge repercussions.**

 **Guest 1: Yes, Lamont was always meant to die, I didn't want to have George Stacy instead since his death means something different for Peter. Lamont dying shows Peter first hand that him allying himself with others will instantly make them a target for his enemies. It's why Spidey is usually shown to be a loner, in fact it's why I HATE the Ultimate Spider-Man cartoon.**

 **As much as I love Peter and Spider-Man, he's not meant for that yet. Spider-Man is about a normal guy getting superpowers and the responsibilities that come with that. Not a forth wall breaking incompetent moron who makes monkey noises.**

 **Christopher: Yeah I saw that a lot of people where commenting on how MJ's actions where crossing the line and it makes sense that she would feel bad about it. I mean MJ has her own issues with trust, her father, one of the biggest figures in anyone's lives, basically used her and her sister for his own gain. How do you get over a betrayal like that? The answer is, it takes time, she has to realize that not everyone is like her father, and like May says family is something you don't always agree with but your still tied to them**

 **May feeling guilt over Ben after having a argument over them is something that I think anyone whose lost a loved one can relate to. It's because of her insight that MJ feels espically guilty to Peter. But he forgives her without hesitation because he's made mistakes too.**

 **As for Kingpin and Torchwick, Roman is cool but he's always felt more like on the level as Tombstone or Hammerhead from the comics, an enforcer.**

 **And lastly, Madam Web doesn't exactly work with Ozpin, she's more of a guiding force in the grand scale of things. She doesn't exactly have a side, she just nudges things in the direction they need to go.**

 **Guest 2: There are no current plans for Peter to have Aura, plus I'm not sure that he could? I mean Human and Faunus both are able to generate aura, as well as animals I believe, but if you look at it scientifically I don't think it would since Peter's DNA is so scrambled that he's not human or faunus.**

 **GreatSaiyanman54: I don't think so, I mean Peter got his powers from the spider biting him….in fact he has given blood to Gwen's daughter and she didn't develop any powers she didn't already possess.**

 **Darkbest42: Madam Web in the comics has always been a more guide for Spidey, either that or a warning for what's to come. Like she warned him about the Juggernaut before he had to face him.**

 **As for Fisk, his goals are slightly different from those of his counterpart in Spider-Man PS4.**

 **Inheritance1990: It's spider-man, no guilt would be like a hotdog without a bun…..i mean you can still eat it but on the inside you know it's wrong.**

 **Leonard Church814: I want to say some influence, but more happy coincidence really.**

 **Maelstrom Resurrected: Oh yeah I've seen the poster! And yeah I plan on getting this done before the 27th (if not then oops) so I can enoy the show and plan out what goes on in this story. Plus I REALLY need to update Aquaman.**

 **spartian-140: Depends, what do you think will happen?**

 **CRAZYD1MOND: I mean it's in his theme song….though I wonder what the story is behind MCU Spidey, if it's radioactive or biological like Ultimate. BTW the Rami and Amazing films totally ripped off the Bio spider angle from Ultimate Spider-Man, just calling it out.**

 **Sailor Luck: Yeah the title actually comes from a completely different Spdier-Man Storyline. Though it makes no sense and has no bearing on what happens in the chapter whatsoever.**

 **AssEater101: It's just school and this, and I go there for two days with barely any homework, I just need. And I just try to make it so that none of the characters out out of place without reason behind it.**

 **AnimeKing6: Well Kingpin originally was a spider-man villain, appearing in the 50th issue of Amazing Spider-Man. And honestly the Six will eventually show up, but I need to find the correct members for the firs incarnation, I know who the members were but I also don't want to copy and paste.**

 **Prime's apprentice: I'm actually doing some more research into Li's comic counterpart before I do anything negative.**

 **The Red Ghost22: Ok I…..I would love to but daredevil in this but honestly I don't know ANYTHING about him or his characters outside the Netflix show and a few choice stories that ComicPop has done backissues on. I had to do some Major research into Aquaman before making his story and Daredevil is (admittedly) a much more interesting character.**

 **But….I'm not saying no, FOR NOW.**

 **Atom King: What's the point of fanfiction if I can't make you all suffer like I do when a show or book does it to me?**

* * *

 _'Operation at the Docks' couldn't he have been a little more specific!? There's like a hundred docks in the Kingdom!_ Peter thought to himself as he swung along the waterfront of Vale. His 'fight' with Roman's boss, as though he could call it that, left him a little battered, and him being up since yesterday wasn't exactly helping. He felt tired and sore but he had to push on and stop whatever it was Roman had planning. Alright Parker think, Roman's been robbing Dust Shops for the past few months, so he's gotta be after a bug shipment or something if he's at the Docks. he thought as he twipped out a webline and swung beneath a billboard on the side of the road, looping under it before landing on top of it

 _But which one?_ he thought before his scroll suddenly chimed, looking down he saw it was May, _Oh crap! I can't believe I forgot!_ he cursed to himself as he raised his mask just over his nose before answering. "Hey Aunt May, I'm so sorry I'm not there yet, I was just starting to make my way there." he said, partially lying. The hospital she was at was thankfully close to the docks, so he could make it there within the span of a few minutes.

 _'It's fine Peter, they're about to take me into Surgery. I just wanted to talk to you before I get put under.'_ she said understandingly.

The teen bowed his head in shame, first his Aunt suffers from a heart attack, then he finds out Lamont is killed because he was helping him, and then he completely misses his Aunt before surgery. "I….I'm sorry, I know it doesn't mean much but I should be there and…I'm so sorry Aunt May."

' _Peter….it's ok. I know that you would be here if you could…..and besides, as long as you're here for when I wake up? That's all that matters.'_ she replied. Peter swore that she was a saint, or at least the closest thing to one _, 'I need to go, I'll see you when I wake up. I love you Peter.'_

"I love you too." he responded in kind. As Peter hung up, he pocket his scroll just as a airship flew overhead. What captured Peter's attention was that it was the same model as that Roman escaped in the night he and Ruby met that Goodwitch woman. And it was descending towards the water, "Roman…" he turned his head back towards the city, May was going into surgery and he already missed her before going in…..but it would take a few hours for the process to end, and Roman was so close by.

 _And she's going to need my blood….if I'm not there then she could….but if I don't stop Roman, how many people could get hurt from whatever him and his boss are planning to do? Lamont was killed because of him…because of me…I'm sorry May._ he thought regretfully as he shot a webline in the direction of the airships.

Swing towards the docks that they were heading towards, he immediately heard gunfire and pandemonium afoot. Landing on a lamppost overlooking the shipping yard he took in the situation. Roman was ordering around a number of the White Fang members to the nearby Schnee Dust Company shipping containers, before he could jump into action he was shocked to see Blake take Roman hostage, putting her blade to his throat as she pleaded with the White Fang to lay down their arms.

"…..ok that actually explains why Kraven was after her when we first met. Alright I just gotta web up the White Fang, knock out Roman, save the day and then get out of here fast. Easy." he said to himself out loud, not aware of the two mechanical tentacles raising up behind him until his Spider Sense warned him just before their strike, the teen launching himself from the post and turning in midair to see Otto leaping after him with his arms. "Oh hey Otto!" he greeted, shooting a webline to one of the arms as they fell in midair.

Pulling on the webbing he shot past Otto, connecting another webline to his back which he shot himself into, bashing Doc Ock against the side of a shipping container with enough force to knock it over while Spider-Man flipped off of him. _That was for May_. he thought, landing on the face of another container. Otto grabbed the container and chucked it the teen, Spider-Man went airborne and saw that the now two containers where falling down towards Blake as she ran away from Roman's cane fire.

Pulling down on a webline he yanked himself away from the container until the line went taut, shifting his weight back he swung underneath the container as his reaction speed seemed to slow down time, scooping Blake up off the ground and up onto one of the cranes used for moving shipments, "We need to quit meeting like this." he said as Blake all but pushed him away, when she saw who it was she lowered her weapon, "Look I understand the desire to help people but pleading with terrorists? Not exactly effective."

She looked sharply at him, "They're not terrorists!" she snapped at him, making the teen hold up his hands as he recoiled back.

"Oh I'm sorry, so the White Fang aren't working with known criminal Roman Torchwick and are currently attempting to steal a shipment of dust?" he asked, his muffled voice dripping with sarcasm. Blake's amber eyes became even sharper, "Look I got this just get of here and-" he began before a metal arm burst through the walkway and grabbed Spider-Man by the head!

Blake jumped back as the teen was pulled down through the mesh floor, using her ribbon she descended down from the walkway and saw Spider-Man break free of the metal clamps and throw himself into the man with metal arms. She then forced back on Roman as Sun used his gunchucks to keep him on the defensive, her eyes once again narrowed as she dropped down to join in the battle.

Spider-Man ducked forward at an arm that was poised at his head, backflipping over another which was meant to take out his legs while another slammed down from above. Rolling across the surface of the shipping container he shout out webbing to the arm imbedded in the top of the container, sticking it in place before launching himself at Ock who raised an arm horizontally, catching the teen in midair before using another arm to slam him into the leg of the crane they were previously on, "Gotta say doc, I'm surprised you're taking orders from someone, then again he is like six times your size so…." he trailed off as Otto grit his teeth.

"Insolent fool! I align myself with a man such as him so I will be able to clear my name from Osborn's ploy!" he shouted before Spider-Man pulled his leg in and slammed his heel into Otto's chest, his metal mandibles catching him before he hit the concrete as Spider-Man flipped further up the leg.

"Again with Norman Osborn, what did he do? Steal your parking spot?" he asked sarcastically.

"HE MADE ME INTO THIS!" he shouted, gesturing to himself with his normal arms, "I'm bound to these arms for the rest of my life in ingrate! Osborn sabotaged my success to further his own, he released a Grimm within the Kingdom and placed the blame solely on me, he put me in a lab with hardly any safety protocols and when I found out…I will have my revenge on him. I will clear my name, even if I must make him confess himself!" he shouted in rage while his arms tore a chunk of the ground out and threw it at the stunned Spider-Man.

Norman did that? Harry's father? It sounded to cruel but…..at that moment he remembered the advice Norman had once given him, _'You have to be willing to sacrifice things for your own betterment.'_ were the exact words.

Peter landed on the ground in front of Otto, "Ock, I'm sorry I had no idea…but this isn't the way to do things, if you turn yourself over they'll listen to you-" he was interrupted when the doctor sent two arms barreling at him. Jumping over the arms and zipping up into the air out of Otto's long reach. _Ok try and be the hero later, knock him out now._ he thought as he swung around a lamp post.

Looking around he saw that the White Fang members were now incapacitated, but Roman had Blake's friend at gunpoint. Twipping out a webline he hit the side of the cane and pulled it away from the monkey Faunus, landing a few feet away from Roman "Hey Roman." he greeted as the primate faunus flipped out of the way.

Before Roman could attack the wall crawler, they both heard a district, "Hey!" from the top of the warehouse. They both looked up in time to see Ruby unfold her scythe, swinging it around before imbedding it in the roof _. Oh nononono! Ruby get out of here!_ the teen thought in a panic.

"A little past your bedtime isn't it red?" Roman asked, however whatever retort Ruby had was stopped when she turned her head back, Roman used the chance to aim his cane at her.

"No!" Peter yelled as he dove at Roman, only to be intercepted in midair by Otto's tentacle which rammed him into the side of a container as Roman shot at Ruby. Thankfully the explosion only hit the rim of the building and blasted Ruby back relatively unharmed. With her safe, Peter turned his attention solely onto Ock, "Aright that's it! That's the last person who gets hurt because of you Ock!" he shouted as he grabbed the talons of the arm, with a grunt of exertion he tore the clamps off! Otto recoiled the arm as Spider-Man landed on the ground and pulled himself over to Ock with two weblines, crashing into Otto he lifted the two of them into the air by two of his arms while the vigilante landed blow after blow on him in a rage.

His fists slammed into Otto's face with a number of alternating hooks before Otto grabbed both of the teen's arms and bashed him into the concrete and threw him over a few isles of containers. Rolling across the ground, Spider-Man recovered onto his own two feet just as his Spider Sense buzzed in his skull, looking up in the direction it was warning him he saw a trio of airships identical to the one Roman had.

They proceeded to open fire on the costumed vigilante, "Seriously!? Come on!" the hero cried out as he dodged the barrage of gunfire, twirling, tumbling, and leaping across the ground until the attack suddenly stopped. Looking up he saw a two of them be sliced down the middle by two thin blasts of green energy. Looking back towards the source he was met with an…..odd sight.

"Salutations strange looking man." a girl greeted happily, she looked around his age, maybe a little younger, with ginger red hair that was curled up to her shin with a single hair sticking out with a pink bow in front of it. She had eyes that had the same green as grass and small freckles that dotted across her face. She wore a pair of long stripped pants that matched her shoes with a neon green on the side with a oddly complementary light brown overalls and grey blouse with a matching collar the same as her stockings. What was strange was the blades rotating around her back connected by what looked like thin wires.

"Um…..hello….thank you for-" he was interrupted by the splash the ships made into the harbor, "…..that." he finished, noticing another air ship was about to take off with a container of dust. The teen directed his finger over at the ship, "I hate to ask but do you think you could stop that?" he asked politely. The girl gave him a giggling salute before launching her swords at the side of the ship and walking back, pulling the ship off it's axis.

 _…why am I here again?_ Peter wondered, he got his answer when he saw Ock leap across the gap in the containers with his tentacles. _Oh yeah. that._ he thought before sprinting after Otto, launching himself towards the doctor as he threw out a webline to swing from. Doc Ock and Roman both headed towards the first ship that arrived, as it took off from the ground, Spider-Man swung towards one of the cranes by the water used for moving cargo off ships, "Ok so a billboard doesn't hold you guys so how about this?" he asked himself, sprinting up the arm of the crane over the water as shooting out multiple, large weblines to the back of the aircraft before sticking the other end to the arm of the crane.

The steel structure groaned as the arm was pulled over towards the warehouse, Roman stuck his head into the pilot's cockpit, "Why aren't we flying!?" he asked, more annoyed than anything.

The White Fang pilot shook his head, "I don't know! It's like we're caught on something!" he said. Before Roman could ask, the sound of crumbling metal made him look back towards the bay door as it was pulled up. Before it was completely opened, Otto slammed his tentacles into the door, knocking it off its hinges. The scientist looked out the side of the aircraft, expecting to see the red and blue wall crawler on the side of the door.

"Surprise!" Spider-Man shouted as he came down onto Otto's back, kicking off back into the airship as one of Otto's arm caught himself on the ledge of the airship! Before Roman could even lift his cane up he was pulled in with webs from Spider-Man's left hand with his other drawn back, Spider-Man's fist stuck the side of his face with enough force to shatter his Aura and send him flying into the cockpit window, cracking it before webbing stuck against the console with well-aimed webbing. The pilot looked back as Roman's cane rolled across the floor, "Yeaaaah your currently hitched to shipping crane, you're not going anywhere bud."

He felt movement behind him, Spider-Man turned to Otto just as he lifted his head over the ledge and fired a web shot at his head, knocking him once again off balance and out the side of the aircraft with only a single tentacle holding him in place, "Just give up ock! If you do we don't need to fight anymore!" he shouted over the sound of the engines as Roman's cane head rolled to the edge of the open door.

Otto glared up at him from beneath his goggles, "On that, we can agree!" he shouted before his remaining arms swung forward, throwing the ship slightly of balance and making the cane roll out of the ship, Otto snatched it with his hand out of the air and aimed it at the crane's support legs where a few containers containing dust had cracked open from the girl before crashing the last airship into a pile of them,

Spider-Man's eyes widened as Otto fired.

 **KABOOOOOOOOM!**

The explosion rattled Peter's teeth, looking out the door he saw Otto take a second shot at the webbing holding the airship. Spider-Man prepared to lunge at Ock until he saw the crane start to fall down towards the warehouse roof, right where Ruby was!

"NO!" he shouted as he dove out of the aircraft, he was just too far of the roof to land on but with his webbing he pulled himself just onto the roof and ran as fast as he could after Ruby. Having being knocked back by the explosion herself she was just beginning to get her senses back when she heard the loud groans of the crane overhead. She looked up as the shadow passed overhead and shut her eyes, readying for her Aura to be shattered, only to feet a set of hands shove her a dozen feet away as the crane came down onto Spider-Man, crashing through the roof of the warehouse with the vigilante disappearing into the darkness within the empty building.

Ruby's silver eyes were wide, her brain quickly realizing what had just happened, "Spider-Man!"

* * *

 _Uggggghhhhh….what happened? Did…..did I get hit by a train?_ Peter wondered to himself as he pushed himself up from the ground, only to be stopped by something holding him in place, "What the-" he started, trying to push whatever was on his back off of him. His eyes slowly began to adjust, the full moon shining through the hole in the ceiling that he had come in through, looking up he saw the arm of the crane reaching into the warehouse from the outside. It was that moment he looked around his immediate area, he was pinned beneath the arm of the crane!

Peter once again tried to push it off, "Come on! Come….on! Get…..off!" he grunted out before giving out, heaving to catch his breath. "God I'm….so tired…." he breathed out. He had been awake for over twenty four hours, ever since he was helping both May and MJ set up for the Vytal festival. "Maybe if I just rest a bit I'll be able to move it…..man where's the girl with the swords when I need her?" he asked himself, chuckling briefly before settling into silence.

Looking up at what had trapped him he saw that the view outside showed the full moon overhead. However he suddenly realized that the crane wasn't pressing down onto him, he was extraordinarily lucky he wasn't crushed by it and hit the ground first before it, "Wait duh, it's not crushing me I'll just crawl out and-" he began, reaching his arms out only for his left shoulder to be blocked by something in front of it. Looking over he saw a shard of the metal arm blocking him off from pulling himself out from underneath the metal.

"Crap." he muttered, grabbing onto the metal with his left arm he applied as much force to the piece but it was simply too thick for him to bend, "Crap!" he shouted, banging his fist against the metal in frustration. The teen took a deep breath, "Ok, ok, ok, calm down. I can't push it off yet, I just need to…to…." he looked around, seeing if there was anything around that could help him only to discover the extend of the damage done by the crane.

The weight and force of the crane had caused the ground to crater, this had apparently weakened the piping beneath the floor and the small crater, about two feet deep, was beginning to flood with water. "Ok that's bad, that is very bad." he realized. If the water continued to flood the crater then his head would be submerged and he would drown! "Wait my webbing!" he realized, raising his hand up he shot a glob of webbing at the burst pipe, "Can't clog it completely, if I do that then the water pressure will build up and I'll have to do the same with a bigger leak." he said, creating a thick webbing that allowed less water to pass through.

"Alright that bough me some time, all I need to do is-" Peter's eyes expanded, "Oh my god the time! May!"

Her surgery! He almost forgot! He needed to be there after so that they could transfer his blood into her! _How long have I been out!?_ he wondered. _May's surgery was estimated to take around three hours, after that they would have to keep her on saline until enough blood was transferred from a donor or a supply into her and then-_ he did the calculations and suddenly drowning was the least possible thing on his mind.

"Come on move! Move you damn thing!" Peter shouted at the top of his lungs as he once again pressed up against the metal. His hands pushed against the ground beneath him with all the force available, his legs were pinned down along with his back and couldn't provide any leverage. But it was no use, it was simply too much and Peter's chest fell back onto the ground, "NGH! Augh, I..…I can't do it…." he muttered out in disbelief.

"Oh god….I can't move it…I just can't and…May…..oh Aunt May I'm….guh…I'm so sorry!" he hiccupped out, tears beginning to build behind his mask, moistening the fabric. _For all I know she could already be dead and…and…._

 ** _(Play Spider-Man by John Paesno)_**

"I'm going to die here….." he finally understood. Even if he was in his peak there was no way that he could begin to lift the massive metal off himself. Peter began to shake, he always knew that he would pass on one day but like this? Death by drowning it was….it was too real, he had hoped that he would simply pass on in his sleep….then he could see Uncle Ben again. "So this is it….I can't believe it…..I….I'll never see May again…..or Harry, or Ruby, Blake, or Yang…or MJ….I'll be….I'll be gone and they won't even know what happened." realized. He supposed that people would want to know who Spider-Man was underneath the mask, they would probably figure it out eventually but….would it matter at that point? May would be dead, so there would be no one else to tell next of kin wise.

 _Jonah….god, picklepuss will probably drag my name through the wringer for the next decade when he finds out…Robbie though…..he'll talk him out of it probably. And Betty will just mourn…gosh I never realized it but she was such a good friend. She helped me with my interview for Alchemax, gave me advice, I should have thanked her more._ he thought sadly. _Yang….god I never got to tell her what I thought of her….how she was so sweet, so kind, understanding…..that I wanted to be more than friends. Hell I never even kissed a girl now that I think about it._

Peter's head dipped forward as the tears stained the inside of his mask, "I'm so tired…..and I'm sore all over. Fighting Ock didn't exactly help with that." he said to himself. "….would I even be here I wasn't such a idiot and just stopped that mugger?" he asked himself. It was a question that he found himself pondering often, if he had stopped the man who had killed his uncle. "Uncle Ben….I'm so sorry, I know I've must have said it a million times by now but I'm so, so, so sorry…first you….now Aunt May…" the water from the pipe now washed over his hands, the cold water slowly chilling him to the bone. More water seemed to come down from above, washing over Peter's head.

"No…..No I-I can't give up. Ben might have been killed because I did nothing but if there's a chance that May is still alive…..I can't give up…I won't give up!" he growled out as he braced his hands against the ground again. "Come on webhead one more time." Spider-Man growled to himself. He pushed again.

The crane refused to move, but Spider-Man, Peter, refused to give up. _Don't give up! Doesn't matter if it's impossible you make it possible damnit!_ he chastised himself, throwing everything he had against the crane. It seemed futile, lifting something so massive when he was about as big as his namesake when compared to it, yet he did not buckle from the strain.

His arms felt like anvils being pulled down but he did not give in, his back felt as though it would snap but he still didn't give in. _Damn it Parker if you don't do this then you loose May too! Is that what you want?! No, it's like MJ said, you never give up. That's who you are, that's who Peter Parker is! Forget the spider, forget the powers, forget the bad guys forget everything! What good is Spider-Man without the Man?_ he thought to himself when he suddenly felt something, the weight on his legs lightened!

The slab of metal that pinned his elbow in place slowly began to lift out from the small hole it made in the ground

His hands pushed against the ground, the surface cracking from the weight being supported as Peter slowly dragged his feet towards his body. Then he did something dangerous, he put the weight against his back, it was the worst pain he had ever felt but it was necessary to get out. "NNNNNNNNGGGGGHHHHHHHHAAAAAAAAAAA!" he screamed out as he dragged a foot forward and placed his hands up against the arm.

The crane began to rise.

Spider-Man pushed up with every muscle of his being, the metal above him once again groaned as the small teen lifted the mass above his head, he heard the fabric of his costume tear across his bicep. The hero's vision was starting to turn black, _No! Can't stop now! Just got to…..to….PUSH!_ he internally yelled as his arms raised the crane up. His rubs fet like they were cracking, his suit tore across the spider on his chest, the metal where his hands were holding began to concave around his fingers. "Now!" he yelled out before taking whatever remaining strength he had up into the metal, throwing thee crane up a few inches into the air while the hero dove forward out of the way while the arm slammed back down.

Peter laid sprawled out in the water, his body felt like one giant wound, he was breathing heavy, and he was seeing spots in his vision. But none of that mattered, he had done it, he had escaped from beneath the crane, and he still had a job to do, "Alright Spidey, hard part's over…..now for the part that's gonna cause unimaginable pain." he thought, scooping up water from he crater and splashing himself in the face with it before shooting up two weblines to the hole in the ceiling and pulled himself up to the hole in the ceiling with a painful grunt of exertion, 'Hngh! Called it."

Landing on the roof with a loud thud, he groaned as he slowly made his way towards the ledge of the warehouse, looking out over shipping Yard he saw that the police had shown up and were currently talking with Blake, Sun, and an very distraught looking Ruby.

"-but he could be hurt! Why not break the door down and-and-and-" she asked one of the officers in a panicked tone before Blake calmly placed a hand on her shoulder.

The female officer took the opportunity to explain, "Ms. Rose the building is unsafe, and without the keys to the inside-" she began before a figure swung overhead, they looked up in time to see Spider-Man swing away. The woman looked at the girl and smiled, "See? It's Spidey, he never stays down." she said confidently to the now relived girl.

* * *

After Team RWBY reunited, with Weiss and Blake sharing a long and more calm talk, Yang informed them about what Mary Jane had told her and Weiss. They rushed to the hospital that MJ had told the two about as fast as they can. After being directed to the surgical wing of the hospital, they entered the waiting room only to find it empty, Weiss grabbed the attention of a nearby nurse, "Excuse me, we're looking for a May Parker, do you know where she is?" she asked politely as Ruby glance around nervously.

The nurse looked over the clipboard he had in his hand, reading over the patient list, Yang was tempted to just swipe it from his hands and read over it herself but restrained herself, "Third floor-" before he could finish, Ruby disappeared in a flurry of rose pedals, "No running!" the nurse shouted after her.

Ruby didn't care, taking the stairs all the way to the third floor at super speed was tiring but she pushed herself, when she passed a hallway however she had to pull a complete 180 when she saw her father getting coffee from a machine, "Dad!" Taiyang turned at the familiar voice, only to have Ruby slam into him.

"Nonononono!" he chanted as he tried not to drop scolding hot coffee on him and his youngest daughter, "Ruby when did you get here?" he asked, smiling at his daughter as she looked up at him with worried eyes. When he heard a full set of footsteps from down the hall he looked up to see Yang leading her teammates with a concerned look of her own. Upon seeing her dad's calm, relaxed expression however her distress was satiated, Tai looked at his youngest, "Ruby it's ok, May is fine. Peter got here just as the surgery was over and he just finished giving her some of his blood." he said.

The for all let out relieved sighs at the information, Yang approached her father and embraced him as well, Pulling back she asked, "Where's Peter now?" her father smiled before leading her down the hall, reaching the a room at the end of the hall he titled his head over, gesturing the girls to see for themselves.

The four girls poked their heads out from around the door they all saw May parker resting in bed, with her nephew in the chair beside her, his hand reached out and clasping her's while he himself looked like he was on the verge of passing out. Sensing the amount of eyes on him he looked over and gave the four a relieved smile before shakily getting up, slipping his hand out of his Aunt's before approaching them.

Ruby instantly hugged him which he weakly returned, "Finally learned not to hit people at Mach five?" he joked, his voice quiet from sheer exhaustion. As Ruby pulled away, it was Weiss who quickly took her partner's place, making Ruby fold her hands to the side of her face and coo at her friend. "Unexpected but appreciated." Peter simply said.

Weiss smiled as she pulled away, "If you need anything I'm sure-"

"Got it covered…..but thank you." he responded as he felt Blake put a soft hand on his shoulde, looking over at her she gave him a soft smile. "….I swear I'll get you to say something to me one of these days." he said, making the cat faunus chuckle warmly.

Finally Yang was about to embrace Peter before he nearly fell over, "Woah there!" the blonde nearly exclaimed as she caught him.

"Sorry….no sleep and giving a lot of blood reeeeaaallllly takes it out of you….can someone call me a cab? I love May but I'm going home, finding my bed and….well either die from my own heart attack or fall asleep, I'll find out later." he said as Yang helped steady himself.

The blonde however shook her head, "I'm taking you home….dad can I use the car?" she asked, her father pulling his keys from his pocket.

As she took them from him, Peter stood up a little straighter, "One sec." he said, heading back into the room, leaning over May's bed to kiss her on the forehead before going to rejoin Yang.

* * *

Ozpin was quite taken aback by the events he had just witnessed with Madam Web, how the teenager had faced death and outright refused to give up despite the immeasurable odds not only spoke of his character, but of his strength of will. His surroundings had returned to normal with Madam Web's smiling from her seat at him. "He passed." she said simply.

Ozpin nodded, "Indeed…however I must ask, what is this test for?" he asked, there had to be a reason she showed him this after all.

Madam Web's smile didn't falter, "My dear Ozpin, we both know that you won't be around forever. Physically I mean, you won't always be here to stop whatever tragedy is going to occur." she pointed out, the professor frowned as he looked at his own reflection in his coffee cup, she wasn't wrong. With each new revival of his soul into a new body, it took years to rebuild his new host into a suitable vessel. "The next few years will be…..busy. But what Vale doesn't need is a old wizard like you, it needs him."

She folded her hands together, "We're old Ozpin, he's young and has much to still learn yes but the world needs someone like him. One of the people, someone who knows not to give up despite the adversity, one who stops wrongdoings both big and small despite criticism. The world needs Heroes like him."

Ozpin could only agree.

* * *

If Peter was to be completely honest, he barely registered anything after leaving May, with the combined stress of May's hospitalization, the lack of any rest whatsoever, the beating he got from Roman's boss, the battle between him and Otto, and getting pinned beneath the crane had all put him through the physical and emotional wringer. But lifting the damn thing off him? He felt like he had been stupid enough to shave Yang's head and this was the result from it.

The blood transfusion also took a toll, bringing him to the brink of collapsing. But as he looked out the window of the Xiao Long car, driving through Vale, he couldn't help but think back to the thoughts he had before he found his resolve to escape out from the crane. They played no small part in his escape, they gave him the strength of will to do the impossible, _Harry, MJ, Ruby, Weiss, Blake, Yang, Aunt May and Uncle Ben…..they all helped me._ he thought sentimentally.

 _I'll call Harry later and tell him that May is ok. Tomorrow actually, I'll do that tomorrow._ he decided as Yang parked the car on the curb in front of his house. Looking in the driveway he saw MJ had returned May's car in good condition, _I need to get in touch with her too._ he thought as he got out of the car with Yang who rushed over to the side of the car and helped him walk across the lawn. "Thanks for the lift." he said gratefully as he took a minute to rest on the bench on the porch of the house. Yang took a seat next to him, Peter took a deep breath before letting out a shaky breath, "The past few days have really sucked." he said plainly.

The blonde brawler let out a bristled chuckle, "Yeah…" she said, "…..I'm sorry I didn't find about May sooner, I-" she stopped when she felt Peter's hand slide into her's. Looking over he gave her a weak, exhausted smile. Yang remembered what MJ told her and she couldn't help but chuckle, "You are way too nice for your own good."

"I'm just understanding….life gets in the way sometimes….sometimes…things happen that we have no control over and we have to deal with them." he said with sage wisdom, making his friend look at him with a proud smile. The teen took a deep breath, "Look…I gotta say this….I like you." he said, causing the blonde to look at him bemusing. "I mean… _like_ like you." he exemplified, making the smile instantly vanish from her face and be replaced with surprise. Peter leaned back in his seat, "If you don't feel the same way, I get it I just…I just needed to say that now because….well if I didn't tell you now….well I figure I might never tell you." he explained.

Yang was quiet for a solid minute, she couldn't meet Peter's eyes with her own when she spoke, "Why?" she asked, "Why wouldn't you be able to tell me?"

Peter chuckled at that, "Honestly…..between the lack of sleep, the blood loss, and the state of relief I fee; right now? I'm not in the best state of mind and….you, me, out on the porch alone…..it's something out of a bad rom com." he said, glancing over he saw a tiny smirk grace her lips. "But….if you don't feel the same way….I still want to hang out with you."

When her lilac eyes turned to him she carried a little bit of mirth in them, "Well….who says I don't feel the same way?" she asked coyly. She watched as Peter's slow moving brain seemed to process that information at the pace of a snail, she was about to repeat herself when his eyes finally expanded and had to stop herself from laughing.

"O-oh." he croaked out. "I uhh…..did not expect that…um I have never dated anyone before-" he quickly added in, wanting to be honest with her.

Yang snorted, "Well I have…..and what usually works is we start out slow-" she twisted her hand around so she could intertwine her fingers with his, her palm felt so warm against his cold hands from the water. "-and see where it goes."

Peter gave her a look, "I don't know if that was a pun or you were being genuine."

"Both." she replied cheekily. "Look…..you need to get settled with your Aunt. And when you do….give me a call." she explained, Peter giving her a grateful look. "Well….I need to go, gotta give my dad his car back and meet the others at the airship dock." she explained, as she stood up from the seat she looked over her shoulder as Peter stood up and made his way over towards the door. As Yang climbed back into the car, he waved at his new girlfriend as she drove off.

When Peter closed the door he released a shaky breath and s grin spread across his face, _Aunt May is safe, foiled Roman and his boss's plan for the docks, and I finally told Yang about how I feel and now I got a girlfriend._ he surmised before making his way into the kitchen to grab a late night snack. _But mist importantly I never gave up, even when things looked like it might be the end I just….endured. I don't give up because I know at the end of the day I can win this…Roman's boss made a mistake, now I know he's out there. And I'm going to bring him down, for Lamont._ he thought firmly, taking a bite of the apple he grabbed from the fruit basket.

 _But first I need to get a change of costume, mine is ripped up, wet, and honestly stinks a little._ he added to himself as he opened the door to the cellar.

Peter walked down the steps tiredly, after this he would sleep for the rest of the weekend and

"Face it Spider-" Peter's tired eyes shot open at the voice that he turned to.

Sprawled out on the ground was his spare Spider-Man suit and webshooters , with Mary Jane sitting on the ground beside it, holding his mask in one hand while the other supported her against the floor while she smirked almost devilishly up at him, "-I just hit the jackpot!"

 **THE END!**

 **FOR NOW!**

* * *

 **AN: Ok to be completely honest I was on the fence with putting the rubble moment this soon in the story but ultimately I think it's important that this happened so soon in Spider-Man's career that it was fitting thematically. Plus reading the Steve Dittko and Stan Lee run? I honestly was ansty during the sequence because if you put yourself into the mindset of the time? It's not a stretch to think he won't save May.**

 **Honestly with the ending of Spider-Man PS4 it made this story all the more….well dire.**

 **Now this will be the last chapter for a while, I need to plan out the fine details of Volume 2, WHICH WILL BE MUCH LONGER THAN THIS ONE, and also watch Volume 6 so I can change whatever Plans I need to. I will also cover the events o Grimm Eclipse, possibly in a separate story than volume 2 or 3 but I'll figure it out as I go along.**

 **Until then…if you have not seen the new Aquaman trailer dropped today…well honestly it does give some stuff away I think but it is so goddamn badass I don't care. And I've said it before, I owe my A man story some love.**

 **So until Spider-Man Volume 2! Take Care…..and we'll hopefully survive volume 6 without having heart attacks of someone getting hurt.**


End file.
